My Avengers Academy
by n8th3gr8
Summary: "And there came a day unlike any other, when the Earth's mightiest heroes were united against a common threat! On that day the Avengers were born! To fight the foes that no single hero could withstand!" This poem has repeated in Peter Parker's head for as long as he can remember. He wants to be a hero, but there's one problem: he's quirkless. Cross-posted from AO3
1. Chapter 1: An Old Fashioned Notion

Not everyone is created equal. There are people in this world that are born with privileges and advantages that put them ahead of everyone else. There are people that are born with nothing and must climb their way out of oppression. These lessons of privilege should be taught to children with care and respect. To help them understand. These lessons should not, however, be taught to children with violence.

Peter Parker learned this lesson at the age of five. He laid there motionless; eyes widened as he looked towards the sky. He had bruises on his arms and legs, dirt stained his cheeks, and his head was pounding with pain. All he could do now was crawl into a ball and cry his eyes out.

It was supposed to be a fun day for him; his kindergarten cancelled all classes due to a nearby villain attack which cut out all the power on that grid. A day off of school is supposed to be a fun time for children. It was supposed to be fun for Peter. It was, at least in the beginning.

He had a playdate with his best friend in the world, Eugene "Flash" Thompson. He was so excited when his aunt dropped him off at his house; he couldn't wait to play hero**.** Their playdates consisted mostly of watching old footage of battles between heroes and villains, and any live fights happening on the news. Today, however, was different.

"Hey, Pete, wanna ditch this, and go to the playground? I'm getting kinda bored," Flash said.

"Um, yeah! Let's go tell your mom and-"

"Nah," Flash said, "Let's just go, we'll be back before she knows anything." This was unusual for Peter. Going to the park without any adult supervision? His Aunt May and Uncle Ben always told him to never go anywhere without an adult that he trusts. But, he trusts Flash. He wouldn't let Peter get hurt right? Besides, Flash has this really cool quirk, if any bad people try to kidnap him, he'll protect him.

Peter agreed, and off they went. Getting out of the house was easy since Flash's mom was sleeping on the couch in the living room with some sort of bottle in her hand. This usually happened when Peter had a playdate at Flash's home; his mom was asleep most of the time, letting them have free reign of the house. Whenever Peter asked why his mom sleeps so much, Flash would say, "She just works a lot, okay? Stop asking."

The journey to the park, however, was difficult because they had to stay out of sight, so no adult would see them and call their parents, or aunt and uncle in Peter's case. They ran from bush to bush, and jumped fences to get to their destination. Eventually, they came to the wall that separated the park from the playground. It loomed over the two kids, and it cast a great shadow over them. To Peter, it was the highest wall he'd ever seen.

Peter heard Flash chuckle. "This wall ain't nothing to me." Flash's arms became covered in this black goop. The goop seemingly crawled up his arms and eventually to his hands, turning his small hands into big claws. Flash looked at Peter. "Lemme show you how a man climbs a wall."

Flash stepped back five steps and then dashed towards the wall, jumped, and stuck to the wall, digging his claws into the concrete. Peter watched in awe as Flash effortlessly climbed up. Once Flash got to the top of the wall, he peered down and looked at Peter, flashing him a toothy grin.

"Well, come on!" he exclaimed.

Peter stared at the wall. Noticing it's craggily state, how long has this wall been standing? Before he was born? Before Auntie and Uncle were born? Before quirks?

"What are ya waiting for?!" yelled Flash, "Just climb the stupid thing!"

Jolted out of his thoughtful daze, Peter looked for his path to climb up the wall.

"Come on, Peter!"

The more Flash shouted the more nervous he got. Finally, he found his path. Peter took five steps back and then sprinted towards the wall until-

"_**I AM IRON MAN AND IT IS TIME FOR YOU TO WAKE UP! I AM IRON MAN AND IT IS TIME FOR YOU TO WAKE UP!"**_

This phrase loudly repeated throughout Peter Parker's bedroom, bouncing off the walls, and making his ear drums perform a drum solo. He let out a loud scream of confusion as he was rudely awakened by the pre-recorded message. He jolted from laying down comfortably to sitting up uncomfortably. Holding his head in discomfort, Peter groaned. "I hate that dream…" The alarm clock blared on his bedside table. Peter sighed as he clicked it off. It was a special alarm clock, a special edition Iron Man alarm clock, with a small figurine of the hero acting as the "turn off" button. Peter sighed once again and he flopped back on his bed. He took a moment to look around his room. He didn't know why. It's been the same for as long as he remembered. Plastered along the walls were memorabilia of his favorite heroes: Iron Man, Captain America, Thor, the Hulk, etc. Figurines of said heroes stood atop his shelves. His walls were a deep shade of blue. His bedsheets were red, but his blanket was Avengers-themed. He was fifteen-years-old, but his room was one of a twelve-year-old. Peter didn't mind; he really liked heroes. He absentmindedly reached over to his bedside table, and grabbed his phone. The bright screen blinded him for a small moment. His eyes readjusted themselves, and he looked at his messages.

**Wanda Maximoff :P (6:30 AM): Get out of bed sleepyhead. May made pancakes.**

**Pietro Maximoff (6:35 AM): Is my sister at your house? She's not answering my texts. **

**Pietro Maximoff (6:36 AM): Never mind lol I took a quick run around town and saw her in your kitchen lol**

_She's downstairs? _Peter thought. It wasn't unusual for Wanda to be over before school started, but sometimes Peter questioned if she ever ate breakfast at home. "Your Aunt's cooking is just too good!" she'd say. He had his doubts, of course. She always said that Pietro was cranky in the morning, so maybe that's why she spends her mornings here.

"Peter! Breakfast is almost ready!"

Peter groaned as he heard his Aunt's voice calling for him. "I'll be down in a second!" he shouted back.

"A second has passed!" he heard a shout from downstairs followed by a hearty laugh.

_Oh, Ben,_ he thought. His Uncle really was a joker.

* * *

"How long have you been mastering the art of dad jokes, Mr. Parker?" Wanda asked inquisitively, "Because you need a lot more work."

Mr. Parker lowered his newspaper, took off his reading glasses, and gave a thoughtful look. Mr. Parker was wearing what he always wore: an ugly red sweater with aged blue jeans. "It's my look!" he'd always say whenever he was questioned about his choice of apparel. "Well let's see… when Peter was born! His father hated whenever our dad joked with us, and I just knew that he wouldn't do it for Peter. So I wasn't going to let Peter live his life without the best form of humor."

Wanda rolled her eyes. _Highly subjective opinion he's got there,_ she thought. She turned her gaze to Mrs. Parker who was just finishing cooking the last pancake. "Mrs. Parker, how do you live with this?"

"A strong will and wine, my dear," she said, grabbing the plate of pancakes and bringing it to the table where Mr. Parker and Wanda sat, "A strong will and wine." Mrs. Parker was also wearing what she normally wore. Underneath her cooking apron, was her usual yellow shirt and blue jeans. Unlike her husband, she knew fashion, which Wanda appreciated.

"Oh please," Mr. Parker said, "You love it; you know you do."

Mrs. Parker chuckled as she put down the plate on the table. "No dear, I love you, not your jokes."

Wanda let out a small laugh. "See, she's the funny one here."

"No one here appreciates my stellar comedy," lamented Mr. Parker.

"I do," a fourth voice said. Wanda turned her head towards the stairs that led to the upper floor, only to see her best friend: Peter Parker. Peter looked like he crawled himself out of a grave. His eyes were droopy, heavy bags surrounding them. His skin was paler than normal and his hair was also more ruffled than normal as well.

"Ah, my hero," joked Mr. Parker, "Jeez, son, you look like a zombie."

"I always appreciate your jokes, Ben." Even his voice was coarse.

Wanda eyed her best friend and gave a cocky grin. "Did you even shower? I can smell you from here."

Wanda saw Peter roll his eyes at her. "Well, good morning to you too," he said.

* * *

The ensuing breakfast was also per the usual for the Parker family. A lot of banter between Uncle Ben and Aunt May, but even more between Wanda and Peter. "Don't pass out from being a geek when you meet Dr. Banner today."

"And don't try to pass out from boredom when he starts talking about the dangers of gamma radiation," he retorted. However, Peter couldn't deny his excitement. For the first field trip of the school year, his high school, Midtown High, was going to Avengers Tower to meet the heroes and watch a lecture from the Incredible Hulk himself, Bruce Banner, the fourth most popular hero in America. Eventually, the pair finished their breakfast.

"Thank you so much, Mrs. Parker! The food was great as always," Wanda said. She always said this after having a delicious course of Aunt May's cooking, which at this point was every other day or so.

"Oh you're always welcome here, dear," said Aunt May, "Now go, you two are going to miss the train."

The two said their goodbyes to the married couple and off they went out the front door and onto the sidewalk, where an impatient Pietro waited.

"Took you two long enough," he said while tapping his foot incessantly. "Mom and dad missed you at breakfast, dear sister," he said in a mocking tone.

"Well get back to me when dad can actually cook something worth a damn, dear brother," she fired back.

Pietro shook his head in disappointment, his silver hair flowing side to side as he did. "Hey Pete, ready for the field trip?" he asked excitedly, a complete change in his composure.

"Dude, you know it!" Peter exclaimed, high fiving Pietro.

Wanda groaned. "I'm surrounded by geeks."

The walk to the train station was yet again, per the usual for the life of Peter Parker. Talking to Pietro about the villain fight that was on the news the night before while Wanda playfully mocks them.

"So the paper is due Friday right?" Wanda asked.

"Yep," responded Peter.

"But does that mean 12:00 that morning or at 11:59 that night?" replied Pietro.

"No, it's du-"

_**BOOM!**_

A sudden explosion was heard. The trio stopped in their tracks and looked to where they heard the explosion. They see smoke in the direction they were looking.

"That's the station…" Peter said.

"That explosion…" Pietro said.

Peter turned to Pietro. "Which means…"

Wanda eyes widened in horror. "Oh God, please no."

Peter and Pietro's eyes lit up. "Villain attack!" they both exclaimed. Then the two ran off in the direction of the station.

"Hey, wait up you two!" Wanda exclaimed, running after the pair.

When Peter, Pietro, and Wanda got to the station it was a sight to behold. On top of the tracks was a villain they'd never seen before. He was gigantic in size and was entirely made out of sand. He stood on the overpass and roared out, daring any hero to attack.

"A new villain?" Peter asked with extreme curiosity.

"Yeah looks like it," Pietro responded with eagerness, "He looks so cool!"

The villain reeled back his fist and punched a chunk out of a building. The crowd that was surrounding the scene screamed as debris threatened to crush them. That is until a blue and red blur flew in and destroyed all of the debris that dare harm the populace. It was the Avenger Captain Marvel, one of the strongest members of the team.

"Oh Cap's here? This'll be done in no time," mused Pietro.

Peter swooned. "She's so cool."

Wanda huffed and crossed her arms, a small blush cascaded her cheeks. "She's okay."

The villain's voice echoed and roared. "Get outta here pipsqueak, before I slaughter ya!"

Captain Marvel floated above the crowd, glowing with a golden light, her hair defying gravity as it floated upwards. Her very presence exerted the power she possessed. She looked back to the crowd. "Multiple Man, form a barrier!" she ordered.

"Alright people, don't move past the clones y'hear?" multiple voices echoed.

The trio looked and saw the rescue hero Multiple Man! A new up and coming hero who could create a seemingly infinite amount of clones of himself. A sea of clones barred entrance to the battle. "They're exact copies of him," Peter whispered. "I gotta..." He reached into his book bag and took out a notebook and a cheap digital camera.

"And there he goes," Wanda sighed.

He took his camera, aimed at one of the clones, and snapped a quick picture. Then, he opened his notebook. It had the number twelve written in sharpie pen on the cover. Peter opened it and flicked through the pages and pages of hero analysis until he found Multiple Man's entry and feverishly wrote in his new finding.

"Oh, it warms my heart to see such an enthusiastic youth!" A laugh rang in Peter's ears. He looked to his right and saw an older looking gentleman. Balding, but still has his white hair, a bushy mustache, and a cool pair of black sunglasses.

A blush danced onto Peter's face. "Ah, well it's just a hobby of mine."

The elderly gentleman chuckled. "Oh don't try to fool me, young man! I know exactly what you are! A fanboy!"

Peter's face was bright red from embarrassment. "I, well I-"

"Hey there's nothing wrong with being a fanboy!" Pietro exclaimed, standing up for his friend.

The gentleman continue to chuckle. "Not at all, young man! Why when I was your ag-"

The villain roared once again. "Don't you come near me!"

Captain Marvel flexed out her arm and pointed at the villain. "Flint Marko, you are under arrest for illegal quirk usage and destruction of property! Anything you say can and will be us- gah!" The heroine was suddenly cut off by a gigantic fist made out of sand punching her into a nearby building.

"I ain't going to jail!" the sand villain yelled as he reeled back his other giant fist, "And I'll be sendin' ya straight to hell!" The sand giant flung his fist into the building where Captain Marvel crashed into, but the attack was blocked by an invisible force field! Peter looked to the top of the building to his left, and standing there was the Invisible Woman, one third of the Future Foundation!

"Ah! It's Susan Storm!" Peter heard Wanda squeal in delight. "She's gonna kick this sand dude's ass!"

"Nah, my money's still on Cap," replied Pietro, "She can probably bench press the continent if she wants to."

Wanda groaned. "Not every problem can be solved by brute strength, dear brother," she said in a mocking tone, "You need finesse and to think outside the box! Right, Pete?" She stood with her hands on her hips in a stance of confidence. However she got no response from her friend. "Pete?" When Wanda turned to face him, all she saw was him feverishly writing in his notebook. Deaf to the world around him.

"So Invisible Woman actually doesn't disappear she just bends the light around her to make the illusion that she's invisible so does that mean that she can't see when she's invisible or maybe the light is still hitting her eyes anyway so maybe she sees but you also have to consider…" Peter rambled on and on.

A moment of awkward silence fell upon Wanda, Pietro, and the gentleman as Peter muttered away. "Oh Pete." Wanda sighed.

"Does your friend usually do this?" the gentleman asked.

Pietro scratched the back of his head in embarrassment. "Yeah, it's hard for him to stop when he gets going." Another crash was heard and the attention of the group was once again focused on the ensuing fight.

"You ready, Sue?!" yelled Captain Marvel as she flew upwards towards the sky.

"The barrier's up, Carol; turn this villain into glass!" yelled the Invisible Woman back as she flexed her arms out.

The sand villain tried to reach for the flying superhero but found himself unable to move past the invisible barrier that blocked his path. "Wh-what the hell is this?!" he screamed in terror.

"This is the end of your villainy, Marko!" exclaimed Captain Marvel.

The crowd went wild, this was the public's favorite part in villain fights: when the hero triumphs over the villain and saves the day. "Come on, ma'am! Show us a flashy finish!" the older gentleman exclaimed.

"I told you so," Pietro said as he bumped Wanda's arm with his elbow.

Wanda shot a dirty look at her brother. "Oh, shut up," she said. She put her hand on Peter's shoulder who was still writing in his notebook. "Peter, it's about to finish. You're gonna wanna see this."

Peter's consciousness came reeling back into reality as he saw Captain Marvel floating in the sky. Her golden aura intensified as her hair stood straight up. Peter internally squealed as he knew what was coming, he quickly aimed his camera at the hero. It was Captain Marvel's signature move! The golden aura stopped being an aura and started to be the color of Captain Marvel's skin as her body stored energy. Her quirk: **Binary Engine**, allows her to store energy inside of her and release it at her will. She yelled out a battle cry and flexed her arms forward. "**Binary Ignition!" **A beam of golden energy erupted from her fists. If one were to ask the crowd what occurred that day, they would say that they felt the Earth shake beneath them as they saw the furious fiery energy hurdle itself towards the giant sand villain. With a loud scream of pain, the sand villain took the blast in his giant sandy chest. The extreme heat from the energy started to solidify the sand that it hit.

"No!" the villain roared, "I-I can't move!" With the invisible barrier now closed fully around the villain, the extreme heat from the binary blast went to work. The heat was trapped and had nowhere to go, just like the villain. The villain was quickly calcified in glass, unable to move. A statue to the victory of heroes, the sand villain was.

The crowd erupted in cheers and chants as Captain Marvel slowly descended back to the ground and the Invisible Woman followed suit. The heroes gave the all clear for the police to restrain the villain, a tall order given his size but the police always came prepared.

Peter, on the other hand, was feverishly writing in his notebook about the intricacies of what he saw of Captain Marvel's signature move. How much heat it truly produced being the main point of intrigue for him. "So for sand to turn into glass the sand has to be exposed to a temperature of 3,090 degrees Fahrenheit or 1,700 degrees Celsius which means that Captain Marvel's energy output is far greater than what I initially calculated for her maybe…"

"He really likes to write doesn't he?" the gentleman asked.

Wanda sighed with a tinge of embarrassment. "Yeah, he really does," she said. She then put on a big enthusiastic smile. "But, he's going to be the best hero of all time. I just know it."

"Wow, thanks, sis," said Pietro.

The old man let out a light chuckle as he saw the two siblings bicker and Peter mutter and write in his notebook.

"... and you also have to consider the possibility that with enough stored power she can become a walking sun and that would be devastating for villains but maybe she can also solve any future energy crisis that the world will face and-"

"Hey, kid." Peter felt a hand on his shoulder and turned to see the old man standing next to him. "You don't let anybody tell you that you can't be a hero, alright? If somebody doesn't believe in you, prove them wrong. Think of heroism as the classic mask and spandex costumes, it doesn't matter who's behind the mask. Anybody can be a hero."

Peter felt the warmth and kindness of the old man's words. He flashed him a goofy grin. "Thank you, sir! I promise to become the world's greatest hero."

The old man returned with a big smile. "Excelsior, young man! Now go out there, and become the best hero that you can be!"

The trio thanked the gentleman for his time and walked up to the train platform as the police gave the all clear to enter the station. They got on their train and sat down. Peter glanced out the window and a small smile formed on his face. Across the river he saw the apple of his eye. Adorned with a stylistic "A" on its face, stood Avengers Tower, HQ of the Mighty Avengers, the most popular hero agency in the world. While Avengers Tower was the HQ for the agency, it was also a school, Avengers Academy, where teenagers learn to become heroes. The school only taught from sophomore year to senior year of high school. Apparently because there wasn't enough material for a full four years of hero education. "Hey, guys?" Peter called out to his friends.

Pietro and Wanda snapped out of their individual dazes from the painfully normal train ride and turned to their friend, his face plastered with an even bigger smile. "What's up, man?" Pietro asked.

"Let's apply to Avengers Academy," Peter said. "Let's be Avengers."

Wanda's face grew a soft smile. "Peter, you always say that," she pointed out, "We've been wanting to be Avengers since we were kids!'"

"I think he just forgets that we made that pact years ago," said Pietro, laughing as he did.

Peter turned to his left to face him. "No, I didn't forget! I just want to make sure," he said with a hint of anxiety in his voice. Peter's face went from cheerful to solemn. This usually happened to him after being excited about heroes and his dream to be one. Almost as if somebody completely different swapped places with him. He would go from raving about heroes and claiming he was going to be an Avenger one day one second, and then the next second he would become eerily quiet. His eyes would darken with sadness. His whole demeanor would shift. He became reclusive and antisocial. In his head he thought to himself, _They'll be the ones going to AA… not me. There aren't any quirkless heroes in the first place, why would I be the exception?_

Wanda noticed the drastic change in him. "Hey, hey, hey look at me," she urged him. Peter turned to look at Wanda, and felt her hand on his shoulder. Her gaze met his. "You are going to be the best hero ever, okay? It doesn't matter, okay? You're already my hero." She pointed to the red bandanna wrapped around her head as she said this. As Peter glanced at the accessory, he noticed how it wrapped down her cheek, under her chin, and was tied at the top of her head in a nice bow. Peter knew what she meant.

_It's been five years and she still remembers._ To him, helping her up and tying his bandana around her head to keep her jaw in place was just the normal thing to do when someone trips and falls on their chin in Physical Education class.

He shot her a small, but genuine smile and said, "Okay." Wanda shot a big smile back at him. As she did this his stomach became infested with butterflies and his face felt like it was lit aflame. He swore that he heard Pietro behind him groan and mutter, "Jeez, get a room."

* * *

After yet another painfully average walk, they finally made it to their destination: Midtown High. Midtown High was just another average year 9-12 public high school located in Forest Hills, New York. Moderate in size, but gigantic in population. The school had trouble with too many students and not enough teachers to teach them. Cramped classrooms didn't look good in the paper and it needed to be fixed. So to combat overpopulation and to promote transferring to other schools, there is a field trip to Avengers Tower for the freshman. If you want to tell kids to get out of your school, might as well tell them to be superheroes.

Unfortunately for Peter, the trio had to part ways for the time being since they all had separate homeroom classes. Peter sat in his classroom, and his gaze wandered around, looking at the 4x4 room that confined him. 25 desks filled the room in a semi-orderly fashion, Peter sitting near the back, which was unusual for him considering how studious he was. The floor was stained with age, under the coat of yellow was once a beautiful marble floor. The blackboard could never be truly cleaned as there were always remnants of past classes leaving their chalk footprint. Peter sighed and took a glance at the clock at the front of the class, however, he couldn't make out the time with his bare eyes. He sighed once again, reached into his bag, and took out a container. He opened them and groaned as he was reminded that his glasses were ugly. Bright red covered the frame and the circular lenses felt as if they were half the size of his head. He put on his glasses, and the world suddenly became much clearer. He glanced at the clock again and saw it say it was 8:00 AM, right on the dot.

He groaned and let gravity claim his head. It made a nice and loud "bump" as it hit the desk. Peter knew what was coming. He counted down from fifty. _He always comes in at 8:01 AM._ Throughout the years of being bullied, Peter picked up a thing or two about personal quirks. At exactly 8:01 AM, he walked through the classroom door. His black hair stood in a spiky fashion, he wore a black muscle shirt, and baggy dark blue jeans. He was laughing as he entered the classroom, as if someone had told him a hilarious joke. Peter quickly stood up a book on his desk and opened it, creating a makeshift barrier between himself and the rest of the world. He fumbled with his glasses as he tried so desperately to put them back into their case. He lowered his head, below the book barrier. He didn't want him to ruin today. It was supposed to be a happy day. He was going to Avengers Tower, he was going to see his heroes!

The world went silent and all Peter could hear was the sound of shoes hitting the floor, and it was getting closer. Peter silently whimpered. Why did he have to come after him today? Wasn't he tired of this? Making his life hell? The footsteps stopped right next to him. _Oh no._

Pain.

That's all Peter could feel as his hair was being pulled back, forcing him to sit up straight. He felt every single strand of hair being unsuccessfully pulled from his scalp. He reluctantly opened his eyes, he had to face him now. All Peter saw was the black-haired kid smiling at him with a devious toothy smile.

"What do you want today, Flash?" Peter groaned, "Can you please let go of my hair?" Peter struggled as he grabbed the hand that had a fist full of his hair.

Flash gave a hearty laugh. "Aww, is Puny Parker all alone today? Is the quirkless wannabe sad that he can't have his friends save him?"

He hated when Flash said that. It just reminded Peter of his true nature, that he was just normal. He doesn't have the X-gene, he doesn't have a quirk, he isn't a mutant, he's just human. Peter focused all of his might into digging his nails into Flash's hand to make him let go. Suddenly, as he did that, Peter felt a gooey and slippery substance cover Flash's hand, Peter squeezed but Flash didn't let go. He only laughed.

"Oh Parker, did you piss off Venom?" he asked in a mocking tone. "Oh, is that right?" Flash said to no one in particular. Peter continued to thrash in pain as Flash kept his vice grip on his scalp. He felt like his hair was going to be pulled out, and his brain right with it. "Parker," Flash said, his voice deepened, "Did you try to hurt me?" At this point, his voice became deep and echoey, almost demonic, echoey, as if two people were speaking in unison.

Peter grunted as he continued to struggle. "Yeah, so what? Let me go, damn it!" He glanced up at Flash and saw that his neck and a portion of his face were covered in black goop. Peter's gaze then went to Flash's mouth, he was baring his teeth, but they were all razor sharp. _Oh God, _Peter thought.

He saw this before. This black goop. Flash pulled Peter closer to his face. He could practically smell him failing to brush his teeth properly that morning. "That wasn't very smart of you, Parker," Flash said.

"Christ, Flash! Just leave me alone!" Peter exclaimed. Peter then curled his free hand into a fist and swung it at Flash. Momentum was stopped as Peter's arm was caught, not by Flash's arm, but a mouth, a mouth with sharp teeth. It wasn't Flash's mouth, but it was the black goop's. It was a macabre sight to say the least. The mouth shot itself from Flash's abdomen and latched on to Peter's fist. Peter didn't feel any pain, however, but he did feel the sharp teeth prick his wrist as it held it in place.

"Oh, Venom. You always know how to make me proud," Flash said with a small chuckle. "Oh, that's right! I didn't feed you today, did I?" Peter's eyes widened in horror. Flash gave a sinister smile. "Go wild."

Peter shut his eyes as the word went into slow motion. Was Flash serious?! Was he going to let Venom devour his hand?! He could get suspended! Expelled even! He'd be charged with assault and battery and be tried as an adult! This is what perplexed Peter about Flash, he had great grades, was the school's star quarterback, but he always did reckless activities that could have the potential of ruining his life. Even from a young age he was like this. Peter felt the terrifying mouth start to close on his fist, it was slow as if it was taunting him. As if it was letting his host enjoy the scene play out in front of him. He snapped back in reality, his gaze darted across the room, looking for someone, anyone to help him. His heart sunk as he saw the cruel reality; others had arrived by that time and they were all in their own groups, their own cliques, and they were watching the events unfold. They all just intently stared at the scene. No one dared make a move. Would anyone stand up and intervene? Peter closed his eyes, and braced for the pain that was to come.

It happened. Peter felt the teeth rip and tear into his skin. He tried letting out a scream but more black goop shot out of Flash's chest and onto his mouth, which muffled Peter's scream for help. The mouth kept slowly clamping down, it wasn't long until it was going to hit Peter's bone. Peter started to hyperventilate. His chest rose and fell. Rose and fell. Over and over again. As he saw what was happening to his hand his mind raced. Why him? Why today? Today was supposed to be a good day. Why? Why? Why? Peter felt the sharp teeth graze the top of his carpal bone. He closed his eyes and whimpered.

"That's enough!" A voice pierced the unsettling air like a bullet.

Peter glanced towards where the voice was shouted from, and there he saw Wanda and Pietro. Pietro had his hand on Flash's shoulder, grasping it with an iron grip, and Wanda stood near Peter, grabbing his arm and pulling it out of the jaws of the beast. Peter looked at her eyes, her pupils were glowing a bright red. She looked at the lacerations on his wrist with a deep and sad look. She took in a deep breath and put her free hand over the wounds, and then the magic started. Red energy started to flow out of her hand and into Peter's wounds. When the red energy entered the wounds, Peter felt an extreme warmth run up his arm. It felt odd, but it wasn't strange to him; he had felt this many times before. When Wanda first got her quirk five years ago, she'd been the person to heal Peter's scars and bruises he sustained from his run-ins with Flash. The reason why Uncle Ben and Aunt May didn't know how bad Peter really had it was thanks to Wanda's quirk. He looked down in embarrassment, he could already tell that she was worried about him. The day had just started and Peter was already hurt.

"You got a death wish, Maximoff?" Flash growled.

"Leave him alone, Thompson," Pietro demanded. Peter looked at the two feuding teens. To him, it was as if two forces of nature collided. Pietro, a benevolent mountain standing tall no matter the condition, and Flash, a ravaging tornado destroying everything in its path. Two titans facing off against each other, and it's all because of a quirkless boy.

Flash scoffed and all of the black goop retreated back into his body, out of sight. He looked directly into Peter's eyes. "You're lucky your body guards came to rescue you, wallcrawler," he said. He then went and sat in his seat at the other side of the room.

* * *

"Alright kids," Peter's teacher, Mr. Harrington said, "As you all know, today is the field trip to Avengers Tower." Mr. Harrington was always an odd fellow, even in this world of superpowers. He was a tall lanky man, with brown hair and a bushy beard and moustache. Just by looking at him you can tell that he was a nerd in his youth. He wore brown suits to class, always had a neat tie on, and wore black dress pants. On his desk one could find memorabilia of the wonderful world of science. Globes, a model of the solar system, a Newton's cradle, a map of the periodic table, etc. Peter liked Mr. Harrington; the appreciated his love of science, and even though Mr. Harrington gave the aura of a man who has been punched in the face one-too-many times, Peter related hard.

"Just so you all know, two students from different classes have requested to join ours for today." Peter then took a glance at Pietro and Wanda who were sitting to the left and right of him respectively. As Peter looked at her, Wanda proudly showed him a small doodle of Flash being punched in the face by the Hulk. Peter smiled at the rough sketch. No matter how bad he felt, she could always make him laugh.

Peter's gaze trailed back to his notebook in front of him. This was Peter's Quirk Analysis book. It was open. The name Wanda Maximoff was written in the title section with neat handwriting. A picture of her was clipped on by a paper clip. Peter smiled at the photo he had taken last summer when they visited the planetarium. Her pose was odd, but unique. She had her fingertips touch one another, her legs spread and bent, her torso bent forward, and a big toothy smile plastered on her face as if she was saying, "Come at me, ya scoundrels!" She stood in front of a model of the planet Saturn. A small grin created itself on Peter's face; that was a fun time for him.

Beside her picture were the words, "Quirk: Hex," and below that were notes. Peter read these notes every so often. They were notes on Wanda's Quirk. He came up with the name himself after seeing it in action so many times. Hex was one mystery of a power as it just showed up one day. For years people thought that Wanda was quirkless, until one day when she saved Peter from being Flash's punching bag for the day. The memory flew through Peter's mind like a bird through the sky. He remembered being pinned up to a tree, gazing into Flash's eyes, which were filled with murderous intent. The next thing he remembered was Flash being lifted in the air by a mysterious red glow, and then seeing Wanda glowing with that same redness. This didn't stop the bullying for her, however. Before she was being bullied for being a foreign quirkless girl, now she was being bullied for being a foriegn freak who got her quirk late.

Peter had spent hours studying Wanda's quirk. There was one conclusion that he came about, Hex was a sort of probability manipulation, similar to Dr. Strange's quirk: Mystic Arts. Her power could bend the fabric of probability in her favor. He theorized she can probably cause a gun to backfire just by looking at it, but he'd rather not test it. She can also shoot out red energy bolts as projectiles, they don't hurt much, but it still was a force of concussive energy. Her quirk also allowed her to "heal" people, however, this was contested by Peter. The only thing she had done to heal him was close his wounds; he still felt sore and achy afterwards. Maybe since she doesn't know the intricate details of the human body, she doesn't know how to heal someone fully, or maybe she was just scared of screwing it up. In the end, Hex was an amazing quirk in Peter's eyes. He couldn't wait to see her become a hero one day.

He turned the page and came across Pietro's entry. His picture was a one-in-a-million shot that Peter took at one of Pietro's soccer games during Physical Education class. Pietro's pose was simply art, his left leg outstretched after kicking the ball, his right arm crossing his body as his left arm is outstretched, keeping him balanced, and all the while a big goofy smile that screamed, "Yeah, I'm the best!" Peter remembered how much he and Wanda were cheering for him that day. In the end, Pietro's team won and got bragging rights for a whole year.

Like Wanda's entry, next to Pietro's picture was the name of his quirk: Superspeed. It was fairly self explanatory, Pietro's quirk allowed him to move at superhuman levels. He could outrun any car, train, plane… _Well, maybe not a plane,_ Peter thought to himself. However, his quirk also granted him enhanced metabolism. Pietro was always fit, any scrape or bruise would be gone within minutes, and he had to eat a lot to keep up. Pietro always wanted to be a hero, and his quirk locked in his future to be one of the greatest heroes of all time.

Peter's smile turned into a frown as he turned to the next page. The name in the title box was Eugene "Flash" Thompson, and below that were the words "Quirk: Symbiote." Flash's quirk was the scariest of them all, it was a living organism that was bonded to Flash's body. Its base form was a black goop that would cover Flash if it felt like it or Flash was being threatened. In reality, the symbiote was always on Flash. It was Flash, and Flash was it. It also gave itself a name: Venom. Venom can form any weapon from itself, be an impenetrable shield for Flash, and can enhance Flash's strength fivefold. Flash and Venom were one and the same, they talked to each other, and they looked out for each other. Sometimes Peter would see Flash mumbling to himself, when in actuality he was having a conversation with Venom.

However, Flash wasn't the only person in the world with a symbiote. Symbiotes were a quirk that arrived late to the scene as they've only been around for the past 80 years or so. Nobody knew where the symbiote quirk came from, and some even theorized they were a failed experiment caused by the Weapon program that was never properly disposed of. Unfortunately for people with symbiotes, there was a dangerous stereotype connected to them: cannibalism. It's no secret that people with symbiotes need to have a larger intake of food since they're effectively eating for two, so naturally rumors started to spread about people with the symbiote quirk. This stereotype was derived from one entity, a villain named Carnage.

The only symbiote that was able to leave its host and live on its own was one of the most dangerous villains alive. Its original host was a serial killer called Cleetus Cassidy, a cannibal with over 30 confirmed murders, most of them women and children. Cassidy was as messed up as a human could get. He truly believed that human life was meaningless, and he was doing his victims a favor by murdering them. Cleetus Cassidy's religion was murder and cannibalism, and the symbiote believed as well. Eventually, the symbiote grew tired of Cassidy, and murdered him. Police found the gruesome corpse of Cassidy strung about the apartment, but Carnage was nowhere in sight. It escaped and bonded with a new host; It would continue this cycle for the next 26 years.

"Hey, uh, Pete?"

A voice pulled Peter out of his day dreaming, he looked around the room to see all the desks empty and Wanda and Pietro at the doorway of the classroom. Peter's face turned red in embarrassment.

"Oh, sorry!" he exclaimed as he gathered his belongings and joined the duo.

At 200 Park Ave. in New York City sits a skyscraper unlike any other. It was a business center, R&D center, a laboratory, a Hero HQ, and an academy for young heroes-in-training. Adorned with a stylized "A", Avengers Tower stands as a beacon of heroism. Peter Parker muttered these words to himself as he found himself standing outside the front door. He had so many questions to ask, but one stood out amongst all the others. A question he's had since he could talk. A question on that day he would finally have answered.

As he stood in front of the building in a daze, Wanda and Pietro stood by his side, they both gave him a big smile. "Avengers Assemble?" Wanda asked them.

Pietro nodded. Peter looked Wanda in the eyes, and smiled as well. "Avengers Assemble."

* * *

"Boss, there's an emergency at Central Park. Reports say that Carnage has been spotted and is on the run."

"Any heroes on patrol near there?"

"Negative, boss."

"What about Carol?"

"Captain Marvel is currently with the Invisible Woman, they're at the Raft making sure the villain they captured earlier is in proper custody."

"... So you're saying that I-"

"Boss, get off your ass and be a hero."

"I don't remember programming you with a potty mouth, Friday."

"And I don't remember asking for your opinion. The suit is at 100%."

"How long will the charge last this time?"

"About two and a half hours, boss."

"Heh, plenty of time."

The shutters to the darkened room opened, revealing the city down below. A man clad in red and yellow armor walks out onto a balcony.

"Time to be Iron Man."

* * *

**Hey everyone! This is my new project that I've been working on for a while! This story is based off of the incredible My Marvel Academia fanart from deviantart user ducklordethan, I grew obsessed with the art and I wanted to try my own spin on it. I will be trying my best to stay as close to the canon that the fanart presents but I will be taking some liberties here and there. Also the characters in the Avengers category so doesn't have all the characters in the story so that makes me a little annoyed lol**

**Anyway! I hope you like it! Let this be a new adventure and I can't wait to show you more of what I have instore.**


	2. Chapter 2: And Along Came a Spider

"This. Is. So. Cool!" Peter couldn't believe what he was seeing. The lobby of Avengers Tower looked like something out of Star Wars, but it still had that Stark Industries feel to it. Holographic images of Tony Stark played welcoming whoever walked through the door. The floor was gold stained marble, and Peter could see his own reflection. _They probably deep wash this floor every night!_ He saw multiple strangers littered across the entire room: business people, the media, some students, and even some pro heroes.

"Oh my God, Ant Man is literally twenty yards away from me," Peter mumbled, absolutely star struck.

"Jeez dude, you 'aight? You seem really uh…" Pietro trailed off.

"Eager, to say the least," Wanda cut off Pietro. She planted her hand on Peter's shoulder and almost flinched; he was shaking and quivering. To be fair, that wasn't necessarily a bad thing, considering how excited he must be. He was excited. Wanda would describe Peter as a young child being brought to his favorite toy store. She knew how important this was to him;it was important to her as well. She wanted to be a hero who could magically whisk away people's problems. If Wanda couldn't do that, then she wanted to help as much as she could.

"I know how excited you are, but keep it down a level or two. We can talk about all this..." Wanda's gaze scanned the giant room, "...really,'' her journey stopped when she saw golden statues of Captain America, Iron Man, Thor, The Hulk, the first Ant Man, andThe Wasp respectively. They weren't massive, which allowed for them to be placed near the enterence to the staff and student only elevator. "...cool," her gaze wandered over to see a rather attractive man in a blue uniform with a red flowing cape. "Oh my God, it's Doctor Strange."

"Oh my God, he's right there." Peter pulled out his hero notebook.

"Oh my God, he really is." Pietro's eyes widened in disbelief.

"Oh my God, shut up," a fourth voice spoke up.

The trio turned their heads to see Flash. His face was plastered with a smug grin. Pietro stood forward, pushing Peter and Wanda behind him.

"Oh please, Eugene. You wanna get into Avengers Academy too," Pietro spat back, "You gotta be a little excited, right? Or is that impossible for someone with a cold dead heart?"

"Tch." Flash put his hands in his pockets and walked past Peter and Wanda. Pietro mimicked his movements, effectively acting as a wall between the two and Flash. Flash looked at Peter, "How's the hand, wall-crawler?"

Peter closed his eyes and took a deep breath. His eyes opened back up and he pointed to Flash's arm. "J-just fine. How's that bruise on your arm?"

Flash's eyes widened and lifted his left arm to inspect it. What he found was right under his short sleeve; a dark red bruise. He put his arm down and glared at Peter with a ferocious intensity. "You should get better material, Parker," he growled, "Whatchya lookin' at me so much, huh? Peekin' out from the cracked closet door?"

"Enough." The four turned once again to see their chaperone towering over them. "If you four aren't on your best behavior, believeme, I will personally see that each one of you is punished. Got that?"

"Yes, sir…" all four replied.

Peter watched as the chaperone walked away. _Yeah, just ignore the casual bullying, nothing to see here. _Peter groaned in annoyance.

Flash sighed and started his walk towards the main group, bumping his shoulder with Pietro as he did. "I'll catch you later, Wall-Crawler."

Peter felt so helpless when he called him that. It just reminded him of that day.

"Jeez Peter, you're so weak!" a young Flash Thompson said while on top of a wall.

Peter glanced towards the ground in embarrassment. He has been trying to climb the wall for the past ten minutes, but he kept falling. "I can't do it, Eugene! I-it's too um… slippery!"

Flash rolled his eyes. "Stop making excuses, Peter! Come on!"

Peter's mind raced as he looked upon the wall again. It towered over him, making him feel so small. He couldn't do this;here's nothing to grab on to. "F-Flash, I'm just gonna go around."

"Ugh Peter, don't be such a sissy."

"That's not a nice word," Peter muttered.

"Come on! Just do it!"

Peter winced at Flash's command. Why couldn't Flash just let him go around? Peter couldn't climb it; it's too steep and slippery. He'll just fall again. He didn't want to make Flash mad, but no matter what, Peter just couldn't climb it.

"Hey! What are you doing you wimp?!"

Peter snapped back into reality and noticed that Flash was gone. _W...where did he go?_ he thought.

A scream deafened Peter's ears. "Flash?!" Peter called out for his friend.

"Stop! Stop please!" the screaming continued, "Daddy! Help me!" the screaming was coming from the other side of the wall.

Peter didn't think when he heard those screams. He vaulted himself onto the wall and started to climb. Digging his fingers into the cracks, pushing up off the ledges under his feet, reaching for the deformities to climb up. "Flash, I'm on my way!" He got to the top and then looked down behind him. He… he did it! He climbed the wall. "I… I did it."

"Hey, Peter-"

"-are you okay?" Wanda's voice suddenly entered the picture, and Peter jolted out of his dreamlike state. No longer was he at a park in the year 2021. Instead,he was back in Avengers Tower in the year 2030.

He turned his head to look at her and nodded. "Yeah… yeah, I'm okay," Peter gave a big smile, "Let's go and enjoy this!"

Wanda flashed a smile back at Peter. "This is gonna be great!"

* * *

The tour of the facility was structured into three sections, and each section had been allotted an hour. The first section of the tour was dedicated to the general history of the Avengers, its founders, and the history of heroism.

"Our tour guide is Hawkeye?!" Peter gushed excitedly to Pietro, who returned his excitement.

"I know! Dude, do you think he really has a quirk?" Pietro asked inquisitively.

Peter closed his eyes and put his hand under his chin. He then went into deep thought. "I actually never considered that. If he doesn't then it would definitely be a scandal in the superhero society. However, he claims that he never misses,and his quirk is called 'Dead-Aim' when he was being interviewed by the Daily Bugle top journalist Eddie Brock.e has never released his blood examples to the public. It's not like he's contractually or legally obligated to. The Super-Human Registration Act never forces you to make anything about yourself public, and even then it's highly unlikely-"

"Hey, kid! Yeah, you! The one next to the white-haired boy an' the brunette, would ya mind shuttin' ya trap? I'm tryin' to give a tour here!"

A jolt of surprise ravaged Peter's body as he was interrupted by the very subject of his mumbling. His gaze was met with the intense gaze of Hawkeye himself, who had conveyed annoyance from his posture. "I-I-I," Peter stammered as his body stiffened, and his face turned a shade of crimson red.

"Yeah yeah, that's what I thought, just keep your mouth closed alright?"

"Y-yes, sir…" Peter said with his face hung in embarrassment. He averted his gaze to the right and noticed Wanda gritting her teeth.

"Asshole," Poison dripped from her tongue as she said this.

Peter let out a small chuckle and pulled out his hero notebook. He opened it to Hawkeye's page, and added, 'Rude,' under his personality profile. _Definitely not asking him my question… _

"Tch," Peter looked up from his notebook to see Flash looking directly at him. He then shook his head, putting his attention to the tour.

The second section of the tour was a showcase of the academy. The group was stuffed into a large elevator and was lifted up to floor 63. From there, the tour continued to the vast array of classrooms. Peter was astonished from the sight. It was the end of lunch for the students, and they were all headed back to their classrooms. "So many students, and they're all gonna be heroes…" Peter murmured.

"They're all so well dressed…" Pietro added, "Ugh, do I have to put the effort into how I look when I go here?"

"The day when you put effort into your appearance is the day when hell freezes over, Pietro," Wanda jabbed, "Maybe if you do, you'll actually get a girlfriend."

Peter tried so hard to keep in his laughter, but his body betrayed him. Pietro then shot Peter a dirty look that screamed, "Are you for real?" Pietro was wearing the bare minimum in terms of fashion. He bore a logoed t-shirt with bright blue jeans and basic white gym shoes. Compared to Wanda's more fashionable choice of a black undershirt, a red jacket, ripped dark jeans, dark gym shoes, and a red bandana wrapped around her head in a nice bow, Pietro's fashion was basic and uninspired.

"Nah, I don't have to put effort into my appearance," Pietro scoffed, "I'm already perfect as is. The girls are gonna run at me."

Wanda rolled her eyes at Pietro's egotist statement. "How am I even related to you?"

"Wanna have a detailed explanation?"

"I'd rather not."

"Guys, Beast is in the class next to us," Peter whispered, peeking into a classroom.

Pietro and Wanda dropped their sibling banter and joined Peter. There they saw Dr. Hank McCoy, also known as Beast. He had a heteromorphic quirk, which meant that he looked different from "regular" humans.

"He's huge," Peter gasped. He stood at 6'8," and was covered head to toe in blue fur. He had fangs, sharpened claws, and had muscles that were reminiscent of an ape. Peter pulled out his hero notebook once more, and wrote down what he was observing.

"Jeez, he's intimidating," Pietro blurted quietly.

"Y-yeah for real," Wanda stammered.

Peter was writing in his notebook with a fervor that was never experienced by man before. He wrote down every detail he saw: how he was reading a book as he was hanging upside down from the ceiling, how even though he looked like a monster he still had to wear glasses to read, how he was now right in front of him? _Wait, what?_

Peter's soul nearly jumped right out of his body as he came to the discovery that the Pro Hero Beast was now standing right in front of him. He looked to Wanda and Pietro, who were shaking in their soles.

Beast opened the door that separated him from the trio. "Hello! How may I help you, children?"

_He's so polite!_ Peter, Pietro, and Wanda had the same reaction.

Beast took a deep look at the three children that were in front of him, they all had a mixed look of terror, anxiety, curiosity, and amazement plastered onto their faces. He noticed their lack of uniform and came to the only rational conclusion.

"Ah, you must be on tour!" He clapped his hands together and laughed. "I know how overwhelming this school can be at times, with all the pro heroes and promising students treading around." He kneeled down to be at Peter's eye level. "But you should know that at the end of the day, we're all human. We're just like you, and that's why we've become heroes in the first place."

As Beast was giving his small lecture, Peter wrote every word he heard, all while maintaining eye contact with him. Beast took note of this. "Ah, a fine learner, I presume?"

Peter stopped writing and tried to stammer out an answer. "I… I… I…"

Beast gave a hearty laugh. "Oh don't be embarrassed, my boy! Be proud of your sense of curiosity and love for learning."

"That's what I've been trying to tell him for years!" Wanda chimed in gleefully.

"Oh, and you have support as well, young man! By just looking at you three I can tell that you are all extremely close." Beast took a hand each of the trio and put them together, the trio now in a position reminiscent of how sports teams break in their huddles. Peter's face was cascaded in red as he took Wanda's hand. "Cling on to this kinship that you all have, children. If you wish to graduate from this school and become a hero, having friends you can trust is the most important weapon to fight evil that you will ever have."

Peter, to say the least, was starstruck. An esteemed hero, such as Beast, was giving him and his best friends life advice to become heroes! He didn't ask if he was quirkless, and he didn't assume anything negative. Peter had to ask him his question. Beast was the right person to ask.

"D-Dr. McCoy I-" Peter felt a hand squeeze his shoulder, which shocked him deeply.

"What did I say about being on your best behavior?"

Peter, Pietro, and Wanda turned around to see their chaperone, who wore a very annoyed look on his face.

"Sorry, sir." The trio hung their heads in shame.

The chaperone huffed. "I apologize for the annoyance, Doctor."

Beast laughed once again. "Oh do not apologize, my good man. These children are just starstruck!" Beast smiled warmly. "It's not every day that you get to see a pro hero so up close."

The chaperone sighed. "Well, you're not wrong." He motioned to the trio to go back to the group. "We're waiting on you three."

Peter, Pietro, and Wanda said their goodbyes to Beast and headed off on their way. Peter excitedly opened up his notebook yet again and turned to Beast's page. He wrote the word "kind" under his personality profile.

"Jesus Christ." Yet again, Peter perked up to see Flash looking at him yet again. Flash looked away, then, as if nothing happened.

Peter suddenly had a horrible thought. Was Flash going to do something to him on this field trip? There are so many people around, though. Was Flash growing bolder? Did he think he can get away with hurting Peter without anybody noticing? _No, he's not that stupid. There are too many people, plus Wanda and Pietro are here._ Peter shook his head and walked with the tour guide to the last section on the itinerary.

The final section of the tour was a scientific demonstration by Dr. Bruce Banner and Tony Stark, also known as Hulk and Iron Man. The demonstration was held in the school's auditorium, and it was the biggest room that the group had ever been in. They sat in three seats next to each other in the front row of the auditorium.

Wanda reached her hand towards the ceiling. "It's so tall..."

"Thanks, Captain Obvious," Pietro sneered, "Anything else painfully apparent that you wanna point out?"

Wanda shot a dirty look at him. "You're an idiot who'll run into a ditch on your first day of being a professional hero, and you're going to fall into obscurity as I rise to the top."

"Ouch." Pietro dramatically clutched his chest. "These hot takes are giving me a strong case of 'You'rejustjealousthatIhaveacoolerquirkthanyou-itis.'"

"Oh, I've heard of that! There's a vaccine for it, it's called a 'reality check.'"

"I like Hex more than Super-Speed, I gotta admit," Peter chuckled.

"No, not you too, man!" Pietro reached out to Peter. "Don't tell me she brainwashed you!"

Peter showed Pietro Wanda's page in the hero notebook and pointed to the 'potential'" section. "I mean, Hex can probably make her fly and that's automatically awesome." Peter flipped the page to Pietro's. "While your quirk is astonishing, and you're only going to become stronger with more practice, I don't see you flying. Sooo, yeah."

Pietro's face drooped with disappointment. "Yeah, thanks for the ego check, man."

Peter smiled brightly. "You're welcome!"

Wanda snickered.

"Oh my God," Pietro sighed.

"Hey Pete, can I see my section?" Wanda held out her hand.

"Yeah!" Peter handed Wanda the notebook. "Here."

Wanda flipped to her section of the notebook. She scanned the page and saw that the 'Potential Hero Name was filled with different options. "Wow, there are a lot of names."

Peter scratched the back of his head in embarrassment. "Yeah, like a week ago I sat at my desk and made all of these potential hero names for you. Some of them are cool, but the others… not so much."

Wanda gave a small chuckle as she scanned the names. One name, in particular, caught her gaze. "The Scarlet Witch?"

"I actually really like that one!"

"Sounds like a villain's name, to be honest." Pietro chimed in.

"It sounds cool but…" Wanda pulled a pen out of her purse and added a new name. "How about this?"

Peter and Pietro leaned in to see the name "The Crimson Sorceress."

"That's just 'The Scarlet Witch' with different synonyms, sis."

"Yeah, but it sounds more heroic." Wanda acted like she was putting up a magic barrier between her and the boys. "More _magical_."

"I like it!" Peter exclaimed.

"Yeah, of course, you would." Pietro sank into his chair. "Whipped," he whispered.

Suddenly, a stinging pain found its home on the backside of Pietro's head as Wanda's hand slapped it. "Ow! What the hell?!"

"I heard that, you dick."

Peter tilted his head in confusion. "Heard what?"

"Don't worry about it, Pete." Wanda winked, but only for a moment.

The lights in the auditorium dimmed and brightened, signaling that the demonstration was going to begin. Peter put on his glasses and pulled out his camera. He wanted to take pictures of the event, and maybe get a better photo of Dr. Banner and Iron Man for his notebook.

Wanda turned to Peter. "Make sure the flash is off, okay?"

"Yeah, ya don't wanna cause any difficulties, alright bud?"

"Don't worry, I turned it off before we even got on the bus," Peter confirmed.

The curtains rose, and there he stood: Dr. Banner, the Incredible Hulk. He stood even taller than Beast did. Peter's estimate put him at least seven feet tall. Dr. Banner wore a suit that had to have been tailor-made for him, considering how buff he was. He wore heavy rimmed glasses, which Peter appreciated. Like Beast, he looked intimidating, but he emanated this feeling of kindness and sincerity. His appearance showed the strength of his character, as for many years, the Hulk was called a menace to the Earth. Dr. Banner has made many TV appearances to talk about his beginning years as the Hulk. How he fled to South America to escape the United States Military, how his childhood trauma fed into the alternate persona that the Hulk adopted, how dealing with anger management is important, and how living with a split personality disorder is just another facet of the crazy experience called Bruce Banner's life. When he merged himself with the Hulk, he explained that he felt whole, but sometimes when pushed to the edge the other personality comes out. He went on to explain that the Hulk wasn't a bad person, far from it. In reality,the Hulk was actually a really kind and gentle creature that just wanted to be left alone. In fact, The Hulkstill had conversations with him about the meaning of life, the ins and outs of heroism, and even what they were going to have for lunch that day. Ever since then, Dr. Banner has been a pioneer in not only the genetic and radiological sciences ,but also in mental health and the understanding of all kinds of disabilities. Whenever Dr. Banner had an interview, Peter made sure to either watch it live or record it; he loved hearing the man talk.

Peter heard the audience murmur about the missing hero who was supposed to be with Dr. Banner on stage: Iron Man. The most popular hero, not only in the USA, but in the entire world. The story of how Tony Stark, a weapons dealer and billionaire playboy philanthropist became the Invincible Iron Man. Everyone knew how it went: Tony Stark was a selfish CEO of Stark Enterprises, and only looked out for himself until he was captured by terrorists in 1998. The terrorists used missiles that were designed by Stark himself and were struck in the chest by shrapnel but were saved by a man who managed to create a magnetic field inside his body to keep the shrapnel from reaching his heart. He was forced to build a new type of weapon for the terrorists, but what he really did was build a suit of armor that augmented his quirk: Arc Reactor. He then became the Invincible Iron Man, and escaped the terrorists' base making it back home to the United States in one piece. He put a stop on all weapon construction, changed Stark Industries to become a humanitarian company, and registered as a hero. He became a cultural icon; everyone knew of Iron Man and his heroism. He wasn't Peter's favorite hero, but he still held a place in Peter's heart as a founding member of the Avengers, and a great hero all around. _He hasn't made a public appearance in a while, though,_ Peter thought.

Dr. Banner stepped up to the mic, tapped it just so slightly to see if it was on, and had to catch it because it almost tipped over. "Sorry, over thirty years of being in this body, and I still can't gauge how strong I actually am." The audience was filled with laughter. Dr. Banner waved his hands to signal the audience to calm themselves. "You might be wondering about the lack of an overinflated ego that's trapped in a yellow and red suit of armor." He took the microphone and started to walk across the stage so that he wouldn't stay static during the presentation. "Unfortunately, about thirty minutes ago, Iron Man was called for duty, and it's my off day.I'll be damned if they call me in." He played with the wire of the microphone. "I never get called into work, I mean," he chuckled, "Would you want to be the one to tell The Hulk that he has to come in on his day off?"

The audience burst into laughter once again, which showcased how strong Dr. Banner was as an enter, Dr. Banner knew how to keep the audience entertained. Peter had a hard time getting a good shot due to his own chuckles.

"I never knew he was such a personality on the stage," Wanda whispered to Peter.

Peter turned to her and raised an eyebrow. "Wanda, we watched like five of his interviews two nights ago."

Wanda's face was struck with confusion. "We did?"

Something told Peter that Wanda wasn't paying attention that day, and that made him a bit sad. He soon forgot about it though, considering how the actual presentation began.

"Now, onto the real show." Dr. Banner walked towards the podium that was on his left. "As we know, quirks are genetic in nature, but scientists haven't figured out what they really are yet." A projection of a DNA strand appeared behind him. "However, we do now know that the quirks have a very similar genetic make-up to that of gamma radiation."

"Hey, is that true?" Pietro asked Peter in a whispered tone.

Peter leaned his into Pietro to speak directly into his ear. "Yeah, last year they found out that his irradiated genetics are comparable to quirks. He wasn't born with a quirk, remember? It was the gamma bomb that did it."

"So, to pursue the hypothesis that quirks were birthed from a gamma event, the Avengers Institute and Stark Enterprise partnered with Oscorp to explore this line of thinking."

A sudden thought rushed through Peter's head, _Oscorp? That's Harry's dad's company… I haven't texted him in a while. I should see what's up with him when I get home._

"Just recently we made a gigantic scientific breakthrough, we found out how to create quirks."

The audience erupted in disbelief. Soft mumblings filled the auditorium. Some were in disbelief, while others questioned the ethics of such a practice.

"Nah, that's impossible, man." Peter turned his head to Pietro. "There's no way that you can create a quirk just like , an actual quirk, not a superpower born from an explosion or from an experiment, but an actual quirk? I call BS."

"Would you just shut up and watch?" Wanda spat.

"And, this, right here, is the fruit of our labor," Dr. Banner declared as he pressed a small clicker in his hand. "Oh, it didn't break it this time, thank god."

The stage floor opened up. Peter heard the machinery in the under-stage doing its work. Then, out of the blue, he saw a very odd-looking machine rise up. The machine had two parts to it: two pillars stood erect parallel to each other. Each pillar curved into each other, at the end of both points were bright red spheres. Various 'oohs' and 'aahs' were delivered from the audience.

"This, my eager audience, is 'The Quirk Accelerator,' and we are going to make a quirk, right here, right now." Dr. Banner clicked the clicker once again and a thick sheet of glass separated the stage from the audience. "Man, I'm on a roll today," he stated proudly. "Now, once I press this button again, we will create an entirely new quirk."

"Dude, you have to get a shot of this," Pietro demanded.

"Yeah, Pete! Ooo, this is gonna be cool!" Wanda exclaimed in a hushed voice.

Peter excitedly pulled up his camera, but not before double-checking to see if the flash was turned off. He put his eye up to the viewfinder, and pointed his shot towards the Quirk Accelerator. As he took multiple shots of the machine itself, he noticed something that wasn't supposed to be there. It was small, but he saw it. A spider, that was lowering itself from the ceiling with a single strand of its web. Peter didn't know why he focused on such a minuscule thing, but he took a picture of it anyway. Who knows, maybe it'll get him an award or something. _That'd be nice,_ he thought to himself.

"Strap yourself in folks, 'cause this is gonna be one hell of a frickin' light show!" Dr. Banner shouted with excitement.

With yet another click, the Quirk Accelerator hummed. All of the lights that illuminated the stage shut off, and the thick sheet of glass tinted itself to a rather dark degree. Dr. Banner's description was very apt. In between the two pillars, extremely bright electricity flowed and clashed with the two red spheres. Muffled crackles of thunder were heard as the light got brighter and brighter. Peter, in desperation, shot a picture aimed right in the middle of the action. The sheet of glass got darker as the light emanating from the experiment got brighter. The light show got to its final performance as the light suddenly turned a bright green. The light soon disappeared, though. stage lights were turned back on, and Dr. Banner stood there with a big smile. It faulted for a moment, before returning to a grin. "Now, the quirk will be collected. Since we don't have any machine assistance here on the stage, I'll have to collect it myself." Dr. Banner took a small capsule out of his pocket and walked between the two pillars of the Quirk Accelerator. The audience immediately went into various chatter.

Pietro turned to Peter. "Hey, do you think if any of us go blind because of that, Tony Stark will pay us boatloads of money in settlements?"

"'No, we signed away our right to sue in the event of an injury. It's not like Stark would give you anything. It's better for all of us if you were blind."." Wanda shook her head.

"It's true." Peter nodded.

"Aw, man, that can't be legal can it?"

"It's totally legal."

"Ah, so…" Dr. Banner's voice cut the audience's murmuring down to silence. "Apparently, this is our first failed test."

"Told you he was full of-" Pietro was then cut off by a swift kick to the shin, courtesy of Peter. "Ow!"

Dr. Banner walked back to the podium. "But this is to be expected with any realm of science, that is why we go back to see what went wrong here." He clicked the clicker for the last time which resulted in the Quirk Accelerator being lowered back into the stage. "We do have various quirks in storage, but live testing hasn't been authorized by the government yet." He walked downstage to where the mic stood and put it back in place. "We're getting closer to unlocking the mystery of quirks every day. Maybe one day we can even track what the very first quirk was, but for now all we can do is theorize and experiment. I apologize that this was a failure, but I'm very glad that I was able to show you our latest endeavors here at Avengers Tower." Peter took a shot of Dr. Banner as he said this. "I hope to see some of you attend the school next yearand that I sparked a wealth of scientific curiosity within you. Thank you so much, and have a good day, everyone."

The curtains cascaded down upon the stage, and with that, the demonstration came to end. The lights illuminated the auditorium and people got out of their seats and headed towards the exit. Some were bummed, and others were ecstatic to be in the same room as the Incredible Hulk.

Pietro snatched Peter's camera right out of his hands. "Dude, did you get the shots?"

Peter jumped in surprise when he realized that when he blinked, his camera was no longer there. "P-Pietro! Be careful with that!"

Pietro shot a genuine smile at Peter. Pietro was tossing the camera up and then catching it with the same hand without looking at it, showing off his dexterity. "Don't worry, man! I'm the most careful person in the world."

Wanda crossed her arms. "You literally broke a plate at dinner last night."

"A one-time incident, won't happen again." Pietro tossed the camera up again and waited for it to come back down, but it never did. "Wait, what the hell?"

"Interesting camera you got there, Maximoff. I'm surprised you could afford something like this."

Pietro groaned as he recognized the voice, he turned around to see Flash going through the pictures on the camera. "That was a lazy insult you had there buddy. Let me guess, did the parasite come up with that one?"

"Funny," Flash grunted.

Peter stood in utter fear as Flash held his camera. The phrase, _Why does he have it? Why does he have it?_ kept repeating in his mind. This was his biggest fear.

"Here ya go, Parker." Flash held out the camera in front of Peter. "Just wanted to make sure you didn't have any weird pics of me."

"O-okay." Peter hesitantly reached out to grab the camera. "Thanks, Fla-"

A thud. A crack. The sound of plastic falling onto marble flooring. Glass shattered. Peter's gaze peered downward to see his camera in pieces.

A devious smile crawled onto Flash's face. "Whoops."

Peter was stunned. Did that actually just happen?

"Thompson!" Pietro grasped Flash's shoulder and forcefully turned him around to face him. "What the fu-?!"

A black tendril shot itself out of Flash's body and hit Pietro square in the face. He backed up, holding his nose in pain. "Don't touch me, you freak."

"Pietro!" cried Wanda.

"That's it!" Pietro pushed against his right nostril and exhaled from his nose, a clot of blood flew out of his left nostril. "I've been playing nice for Peter's sake, but you just crossed the damned line, Thompson!"

"Pietro, stop this!" Wanda exclaimed with a desperate expression on her face. "Don't fight him!"

Peter backed up against the wall of the stage. His legs quivered beneath him. A fight? Here?

"Nah, nah, sis!" Pietro rolled up his sleeves as he walked towards Flash. "This guy has been a pain in our asses for years, I've been wanting to put him in his place."

Flash took his stride over to Pietro. The symbiote crawled itself onto his skin and up his neck. "Let's do this, wuss. Show me you're a real man and not some pathetic bitch."

"Bring it on, douchebag." Pietro leapt forward at Flash in less than a second. Fists flew, and the fight began.

"Pietro, no!" Wanda rushed towards the scene.

"Oh my God. Oh my God. Oh my God," Peter muttered over and over. He curled himself into a ball. His breathing became fast and uneven. He felt light headed, too. A sensation of dread and anxiety swept up his body in a hurricane of fear. "Nononononononono." Why did this always have to happen? Today was supposed to be a good day, for crying out loud. Why did Flash have to ruin it again? Pietro was just making it worse. _He won't be allowed back into Avengers Academy. _Peter thought about his camera, and the thought alone forced him into a shaking fit. He was glued to the sight; his precious camera, it was in pieces. It used to belong to his mother. The name: Mary Fitzgerald, was written in sharpie on the side. Why did this always happen to him? Why did he bring bad luck wherever he goes? Why was he so useless? Why was he quirkless? _Why am I just human? Why do I-_

Peter felt a stinging pain on his right hand and slapped it. "Ow!" He looked down and his hand and saw a giant bite mark, and the corpse of the spider he just squashed. He sighed. "This day's just getting better and better." Perhaps the spider bite was a blessing in disguise, it broke him out of his panic attack. He sighed again and steadily began to stand back up. He started walking towards Wanda, but with every step he began to slow down. He felt as if there was a giant weight on his shoulders. His legs turned into jelly. He started to shake violently. "Wh-what's happening to me?"

"-eter? A-e -o- oka-?"

_Is that Wanda's voice?_

"W-ah! B-o yo- goo-?"

_Pietro?_

"Y-! Wa-cr-ler! Th- -ck's th- ma-er?!"

_Flash?_

His vision started to become blurry, and darkness crept in from the edges of his eyes. "Wanda, I… I don't feel so good." Peter lost all control, and immediately lost consciousness as he hit the ground.

"Peter?!"

_**To be continued…**_

* * *

**Ahhh it's finally done! I'm so sorry that it took so long to get this out but man, have you seen what's been happening outside?! This originally was going to be a lot longer, but thanks to a suggestion from my girlfriend, the chapter is being posted today! Thank you so much to Maiser for doing a wonderful job for editing this, I wouldn't be posting it without ya man. The next chapter is already being worked on as I type this and it won't be as a long of a wait before it's posted (hopefully!) Stay tuned for the next chapter: Parasites!**


	3. Chapter 3: Parasites

**Content Warning for this chapter: This chapter does contain depictions of self harm. It's not graphic, but it is there and it is sad. Be warned.**

* * *

"Peter, honey, you're not eating your ice cream."

Peter looked at the delicious treat that was laid out in front of him. He glanced at his Auntie May, who had a face scorned with concern and sorrow.

"I'm… I'm sorry, Auntie." Peter then slowly started to pick at his treat. It was a gloomy summer day. It was overcast and the man on the tv said it was going to rain that day. He was in an ice cream parlor. It had a certain classic feel to it. Sitting across the booth was his auntie and uncle, which both looked so sad. Peter had his head hung low, but it was up enough for him to bring the spoon to his mouth.

"Hey, kiddo, why don't we watch Aladdin when we get back home, huh?" Uncle Ben said in an attempt to liven up the mood.

Peter began to play with his treat. "No, it's okay." His spoon kept moving the ice cream in circles. An endless loop until he decided to put a stop to it. He'd just been to the doctor. It was his yearly check-up. It was supposed to be a good day. His fifth birthday was only two days ago, and that was a good day. Today was supposed to be a good day. However, something ruined it. Droplets of salty tears started to form in Peter's eyes. Why was he like this? Was he cursed? Why did it seem like the universe was out to get him? Did he do something wrong? His vision began to blur from the heavy flow of tears and his nose clogged up with mucus.

"Auntie May? Uncle Ben?" he choked. He slowly lifted his head up, he couldn't bear the shame he felt within him. He tried to look them in the eyes but he couldn't, he just couldn't. "Why am I quirkless?" he sobbed. "Why am I quirk-"

* * *

"-less?" Peter felt a rush of adrenaline shoot through his body and he quickly sat up from his lying position. He found himself in an unfamiliar location. Everything was sterile and white. The bed he was lying in felt rough, but still gave some sense of comfort. His head was throbbing in pain. He put his hand on his forehead. "Am... am I dead?" he muttered.

"If you were, then I've been doing a crappy job."

The voice startled Peter out of his daze. He looked to his left to see a woman he'd never seen before. She was dressed in a white long coat, glasses, and a little badge that read: "Claire Temple, Doctor". She was writing on her clipboard. "Mornin' sleepyhead."

"Umm…"

The doctor looked up from her clipboard. "What?"

"Wh-who are you?" Peter blinked.

"Claire Temple, resident Doctor at the Avengers Academy Hospital Ward," she stated matter-of-factly.

What, I'm in the hospital?!

"You went into a syncopal episode, fell and hit your head on the ground, no bleeding though, so that's great. We took a blood test and everything seems norm-"

"Woah woah woah, back up." Peter waved his hands. "I fainted?!"

The doctor cocked an eyebrow. "I'm surprised you know what syncope means," she commented, "But yes, you fainted. Specifically from a spider bite." She gestured to Peter's right hand.

Peter gasped as he looked at the back of his right hand. There were two small teeth marks and a giant bump. He almost fainted again.

"I… I'm not…"

"No, miraculously there wasn't any poison delivered. Your blood came back perfectly normal."

Oh, thank God… Peter sighed and hung his head. His memory was still covered in a deep dark fog. He held his head and shook it. "Doctor Temple-"

"Just call me Claire."

Peter was taken aback by this statement. Isn't the stereotype that doctors want to be called 'doctor'?

"... Claire. What happened when I was unconscious?"

Claire's gaze returned to her clipboard. "Your friend screamed for help and got the attention of Dr. Banner. He picked you up and rushed you up here."

Peter jumped up onto his knees, a sudden burst of energy rushed through him. "I was held by the Hulk?!"

Claire backed up a bit, surprised by the sudden outburst. She readjusted her glasses and gave a light laugh. "You're quite the hero fanboy aren't you?"

As it is guaranteed that the sun will rise in the east, Peter's face turned crimson with embarrassment. "I uh, wanna be one." He scratched the back of his head.

"So do a lot of kids, but since you're quirkless, it adds more desperation, doesn't it?"

Peter was taken by surprise by this. She read him so easily. Did she have a quirk? Was her quirk about knowing what a person is like just by looking at them? "That's so cool! Can I write this down? That's such a neat concept for a quirk. You could know exactly what's wrong with a patient and act accordingly! I need to write this do-"

"Oh, by the way, your uncle's on the way to pick you up."

Claire's words were a giant hammer to Peter's wall of muttering.

"Also, I don't have a quirk," she added.

Peter started to sweat bullets. His heart started to pound like a jackhammer, and his body started to shake faster than Pietro when he tried to convince him that he could phase through solid objects. "Uncle Ben's coming here?! B-but he's supposed to be at work!" he sputtered. "J-just let me go home! He doesn't have to pick me up…"

Claire sighed and rubbed her temples. "Yes, yes he does. Under federal law, a minor, you, cannot be discharged from the hospital, here," she said as she circled her arm around the room while pointing. "Unless a parent or guardian, your uncle, signs a legally binding paper that states that you have been discharged from said hospital."

Peter shook his head in desperation. "No no no no you don't understand. Uncle Ben works a nine-to-five job, it's really strict over there and even though Uncle Ben's a veteran, they barely let anybody just drop their shifts even for family and and and-"

Suddenly Peter heard a vibration coming from a corner of the room, where the cabinet for patient belongings was stored. He then got out of his bed. His legs wobbled beneath him. It had been a while since he walked.

"Oh, you can walk, that's good," Claire added while writing on her clipboard.

Peter opened up the cabinet and saw all of his clothes folded neatly, and his phone and glasses laid on top of the pile. He snatched them both and turned the phone on immediately.

"I can see your ass, by the way, hospital gowns do a really crappy job of covering stuff."

Peter let out a small, "Yipe!" and covered his full moon. "Y-you coulda told me that earlier!"

"Yeah, I could've."

Peter grunted. So that's why it felt really airy in here. Peter walked back to his cot; this is when Peter finally noticed the heavy bags under Claire's eyes. She must not get a lot of sleep. He hopped into his cot, making sure that he stayed modest as he did, and turned on his screen. He saw a variety of messages:

**Wanda Maximoff :P (2:35 PM, 32 messages): Please please message me, I really hope you're alright.**

**Pietro Maximoff (2:36 PM): Sis is kind of a stalker amirite? Message us when you wake up big guy, worried for ya.**

**Uncle Ben (2:40 PM): Hey son, I'm 5 minutes away, okay? Stay tight, I love you.**

After Peter read the message from his Uncle, he wanted to scream out to the heavens. Uncle Ben needed to work; make money so that he can support the family. This can't happen, it just can't. He felt breath on his shoulder. He turned his head to his right to see that Claire's chin was resting on his shoulder, sneaking looks at his phone. He then jerked his phone away and sat on it. "Hey, no peeking!"

Claire pushed herself from the cot and the rolling chair carried her a bit of a way away from the cot. "Your girlfriend's pretty clingy, you should watch your back."

Peter rolled his eyes. "She's not my girlfriend," he snapped. "She's just my friend."

A sly grin climbed itself onto Claire's features. "Uh-huh, sure."

* * *

Eventually Uncle Ben arrived at the hospital ward and Peter was discharged, free to go home. Uncle Ben and Peter had to book it to the car since he put only enough money in the parking meter for twenty minutes. Once in the car, Peter stood silent. A mix of emotions swirled within him like a ravaging hurricane. He was sad, frustrated, angry, and depressed all at once. He didn't want to talk to Uncle Ben. Peter basically demanded him to drop him off at the subway station so he could get back to work as soon as possible.

Uncle Ben took a look at his nephew. Peter sat on an angle where his whole body was facing away from him. His head was tilted and rested on the window. It despaired him so much to see Peter in such a bad mood. He thought back to when Peter was born. He was so excited for his brother, Richard, and his sister-in-law, Mary. They'd been trying for years to have a child, and when Peter was born, he saw this spark in their eyes. He knew Peter was something special, a boy that could lighten up any room he's in just by talking about what he loves. Uncle Ben kept his eyes on the road, but he couldn't help but attempt to get Peter in a better mood.

"Hey, Pete, when I get home tonight, why don't we watch It's a Mad Mad Mad Mad World? I'll have May make us some chocolate shakes and you can invite Pietro and Wanda over. We can make a whole thing out of it!"

Peter sighed. "No, it's okay."

Uncle Ben eyed Peter. He knew something was up. "Son, are you okay? What's bothering you? Is it the camera? May and I can get you a new one."

Peter always hated it when he called him "son". It meant that he was worried about him, and he was trying to connect with him. Even though Uncle Ben couldn't possibly understand what Peter was feeling. However, he knew he couldn't hide things from him for long. He always finds out one way or another.

"N-no! Don't get me a new one, please. It's just that I… I didn't want to pull you away from work. The hospital should've let me go home," Peter said in a low sad voice.

"Peter," Uncle Ben sighed, "You know that I'd do anything for you, right?"

Peter bumped his head against the window. "I told you to stop that," Uncle Ben scolded.

"Sorry," Peter mumbled, "I just… I just don't like taking you away from your responsibilities, I guess."

"Responsibilities? Peter... my responsibility is you. Providing for you. Raising you. Teaching you. Taking care of you."

Peter shook his head. "But I pulled you away from work. Don't you have a responsibility there too? One that's a lot more important than me..." Peter trailed off.

Uncle Ben suddenly pulled over to an open space on the side of the road and put the car in park. He drew in a hefty sigh and turned to look at Peter.

"Peter, look at me," Uncle Ben said. Peter turned his head to see Uncle Ben looking at him dead in the eye. He knew what this meant. He was going to get a speech.

"Peter, you are my greatest responsibility okay? When May and I took you in, I knew what that meant. I knew that I had to be the best parent, guardian, whatever there is for you. I had to be. I had to do it for Richard and Mary, but most importantly I had to do it for you. Yeah, I have to go to work and yes, doing well at work, going to work, etc. is my responsibility. But you are my greatest responsibility. Making sure that you grow up into a fine young man. Picking you up from crazy situations like these. Protecting you. Also, supporting whatever you want to be. You still wanna be a hero?"

"Yeah..." Peter blushed in embarrassment.

Uncle Ben let out a small chuckle. "That's a big responsibility to take on, Peter, but I know you can pull it off. You're a smart kid. With enough gusto, you can do anything. Now, don't say you're not important ever again, okay? You're already my hero, alright?"

"O-okay Uncle Ben," Peter stammered, "I love you."

Uncle Ben smiled and patted Peter on the shoulder. "I love you too. Now let's get you to the train station okay?"

Uncle Ben then put the car into drive and looked over to his blind spot to see if any cars were coming. Peter went back and laid his head on the window. He could hear the mumblings of his Uncle as there were no decent spots to pull out into the street. He laughed silently at the nonsensical words that were spoken from his Uncle's mouth.

"Jeez, finally," stated Uncle Ben.

Peter then felt the car start to move. Then out of nowhere, a horrible migraine hit Peter like a truck. Time slowed down as he felt this excruciatingly weird tingly feeling running through his head and his body. He felt extreme paranoia and a sense of immediate danger.

**_Look out._**

"Uncle Ben!"

"What's wrong?!" Uncle Ben exclaimed, whipping his head around to face Peter.

Without warning, a speeding pick-up truck came rushing past the car, honking its horn as it passed.

"Woah!" exclaimed Uncle Ben, turning his head back towards the road. "I... I didn't even see him," Uncle Ben muttered, "Saved us another doctor's visit. Good eye, kid." He gave a hearty laugh.

Peter let out a nervous chuckle, "Y-yeah, r-right..." Peter was sitting stiff as a board at this point. That's the thing though; Peter never saw the truck coming. He just felt this overwhelming feeling of danger and decided to act on it. What the hell was that? was his thought as Uncle Ben finally pulled onto the street and started to drive again.

The rest of the car ride was blanketed in a kind silence. The talk had been made, love had been reaffirmed, but Peter was struggling inside yet again. If something seemed off, he couldn't just let it go. Uncle Ben had this trait too. "The Parker Paranoia" he called it. That migraine wasn't normal. It felt like I was having an aura.

Uncle Ben dropped Peter off at the train station. When he boarded his train, he pulled out his phone. He wanted to research the phenomena that he had just experienced. Quickly he realized that he never texted Pietro and Wanda, and that there were 30 new messages from her.

"Oh, shit."

* * *

Peter was bummed to find out that his regular stop, the Queens Station, was closed due to the earlier Villain attack by the Sandman. Pretty basic name, if I gotta be honest. So he had to get off one stop early and huff it the rest on foot.

It took fourteen minutes of apologizing to Wanda, but eventually, he got through to her. Apparently, nobody found out about the fight between Flash and Pietro. Peter internally groaned as he could already imagine the amount of bragging about how he was totally going to win the fight. Peter shot a text to Wanda saying that he'd gotten off of the train and that he'd see her when he gets home. As Peter was walking down the sidewalk, he spotted a beautiful lone flower in the middle of a desecrated lot. Police tape withheld entrance to the lot, thick sheets of glass covered the perimeter, and there were two signs: one had the radiation symbol and one said, "Area Quarantined by Damage Control."

This is where the Radioactive Man was arrested last week, he thought.

Villain attacks have become a common occurrence in society ever since the Quirk Boom in the 1960s. It wouldn't be too unusual for an entire block to be destroyed, there were government programs and agencies such as Damage Control that helped get common people and communities back onto their feet.

Peter reached into his backpack to grab his camera, only to remember the fate of his most sentimental possession. He hung his head in sadness once again and he continued on his way, he didn't even want to take a picture with his phone, he just didn't want to do anything at the moment. He was tired, his head ached, his legs felt wobbly, he just wanted to go home.

As Peter continued walking his mind flashbacked to that horrible day, the day he found out he was quirkless. He recalled the doctor's harsh words to him, the tightness in his chest, the pain in his throat from crying so much, he recalled everything. Today was the anniversary, he wanted to wipe away the horrible memory by making new ones at Avengers Academy. However, as his luck would have it, today might just have been the worst day of all time.

He came across a small tunnel, he stopped and sighed. He lost all of the pictures he took today, the SD card either was smashed or was lost. Why? Why me? Peter has asked this question many times, but he never got an answer. He just felt like he was the unluckiest boy alive. Tears started to well up in his eyes as they usually do. Peter was always taught that crying is a healthy thing, but other times Aunt May felt like it was a mistake to tell him that. Peter cried so much that Pietro sometimes joked that crying was Peter's secret quirk. Usually when he'd say that he'd trip and fall on his face courtesy of Wanda's Hex.

His chest started to tighten as the intense emotion of sadness filled him like water pouring into a cup. His vision became blurry due to the tears. Then, he put his back against the wall of the entrance to the tunnel, knelt down, hugged his knees to his chest, hid his face, and cried. I'm so useless. Memories of Flash's name-calling ran through his mind. Every day he suffered. Whether it was Flash, life, or even himself, Peter's days were filled with sadness and depression. Sure there were days where his family and friends would cheer him up, but that could only do so much, and it was all because of his body. His blood. His DNA. It was all because of him. Because of himself, he could never be who he wanted to be. He could never become a hero. He couldn't fly, he couldn't punch through walls, shoot lightning from his fingertips, nothing. All he could do was what everyone else could already do, and that made him feel absolutely horrible.

His breath became irregular and he started to hit himself on the head. "I'm so stupid." He hit the wall behind him, pain stung his balled-up fist. "Nothing ever goes right." He pulled his hair. "I'm a damn failure." He started to scratch his wrists. "Nobody loves me." He flung his head and bumped the wall behind him. "I want to die!" he screamed. His head then started to throb with pain, and he kept muttering, "I'm so worthless," over and over again. He cried harder and small sobs and whines escaped his mouth. Even though nobody was around, he didn't want his pain to be noticeable. Nobody should know that he's hurting, not his family, not his friends, not his teachers, not his therapist, not God, not anybody. His head started to hurt more and more. His arm hair stood straight up. Why can't I be normal? Why can't I have a quirk? Why was I born wrong? Why am I curs-

"Excuse me."

Peter jolted back to his feet when he heard the voice coming deeper from the tunnel. Peter's eyesight was still blurry from the crying, but he could see the vague figure of a man standing a few meters from him.

"O-oh," Peter stammered, "I'm sorry about that." Peter's head started to hurt even more now, and his legs started to wobble beneath him. What the hell?

"No, child, it's okay." The stranger's voice sounded odd to Peter as if it was a corrupted sound file on a computer. "I was just trying to find my way home. Do you know where I am?"

Peter kept wiping his eyes. "Yeah, actually, you're in Queens." A chill ran up and down Peter's spine. What's happening?

The stranger let out a small laugh. "Good, good, and what time is it?"

Peter looked down at his phone. "It's 3:23 PM, sir." A small voice yelled in Peter's head. RUN RUN RUN RUN RUN.

"How excellent!" the stranger exclaimed, "Everyone's still at work now, yes?"

Peter still couldn't see the stranger, his eyes were no longer blurry, but he was still shrouded in the darkness of the tunnel. A foul stench caught the attention of Peter's nose. "Jeez!" He then held his nose. "Um, yeah they still should be."

**_RUN RUN RUN RUN RUN RUN,_** the voice kept screaming. His eyes widened as he remembered this feeling. This feeling of paranoia. Of imminent danger. The feeling that he was going to die. Peter took a step back and lengthened the distance between him and the stranger. "Well, sir, I hope you find your way home, have a good day."

He turned around and started to walk. **_RUN RUN RUN RUN RUN RUN DANGER DANGER DANGER DANGER._** His leg was snagged by something mid-step and Peter fell to the ground. "What the..?" He looked to his leg and his heart jumped into his throat when he saw it being held by a red tendril. "Oh no." Peter's gaze followed the tendril back to the tunnel, and, more horrifyingly, back to the stranger.

The stranger began to speak once more. "Oh, don't go! We haven't even learned each other's names yet!" The voice transformed into something much more demonic with each passing word.

Peter felt himself slowly starting to slide across the tough old concrete ground towards the stranger. RUN RUN RUN RUN RUN RUN RUN RUN RUN RUN RUN RU-

"I'll start!" The stranger's face became much clearer, however, one would be mistaken if you could even call it a face. It had no eyes, but it had giant white angular white splotches where eyes should be. It did have a mouth, it looked familiar to Peter, and that made him realize who currently had him in its grasp. It was jagged, the teeth were long and black, it was a symbiote's mouth. _**RUN RUN RUN RUN RUN RUN RUN.**_

"My name is Carnage, and we're going to be best friends!" The creature cackled a hellish laugh. Peter grasped at the ground around him to try to get away, but it was in vain. More tendrils came from Carnage, wrapped around his throat, arms, and remaining leg, and pulled him into the darkness of the tunnel.

Peter screams for help were cut off from another tendril wrapping itself around Peter's mouth. Carnage put its long finger up to its mouth and gave a chilling hush. "We can't have you ruining our playdate, human. You gotta help me, best friend." Peter was brought closer to the monster, his entire body shook violently, everything in his body told him to run, to get out of there, but he couldn't break free. "You see, I'm playing Cops and Robbers with another friend! I'm the robber and I need to hide. Best friend, I need to hide in your body."

_No no no no no no no, this cannot be happening._

"I'm also…" Carnage's tongue escaped its mouth and traced Peter's face. Its saliva felt hot and slightly stung Peter's skin. Peter tried to let out a scream, a cry for help, anything, but he couldn't, he was paralyzed with fear. "Extremely hungry. My friend started to play with me in the middle of my dinner," the red demon cackled, "And you, best friend, are the perfect replacement for my dinner."

A giant tendril shot out of Carnage's body. forced its way into Peter's mouth, and slithered its way into his body. Peter's whole body was on fire, he was in so much pain, and his head won't stop hurting. _Am I dying? Is this it?_

"Thank you, best friend, you're a real hero."

Peter's life flashed before his eyes, his first memory, his birthdays, meeting Flash and Wanda, watching movies with Uncle Ben and Aunt May, the day he found out he was quirkless, the day that Flash beat him up for the first time, his Aunt and Uncle hugging him and crying because of something he said, every memory started to get sadder and sadder. I'm so sorry. I'm so sorry. I don't want to die. Not like this. I need to be a hero. Peter's looked at his hero notebook which laid upon the ground, it was opened at Iron Man's page. _SOMEONE! PLEASE! SAVE ME!_

Peter's vision started to fade, there was no light to go to, there was only the encroaching darkness that consumed everything. During what he thought were his final moments, he heard a loud clanging noise to his right. He heard someone say, "Man, I'm sure glad this suit has filters." He heard another voice screech in terror and say, "No! Not you! Let me have my din-!" Peter felt intense vibrations surround him, and then everything went dark.

* * *

Peter's eyes shot wide open. He looked at his surroundings and realized he was no longer in the tunnel, but he was at the park. He saw Flash standing over a boy he didn't know, and he was on the ground clutching his stomach in pain. Peter noticed how the boy was in pain and rushed to his side. Peter turned to Flash, he noticed that he had a distinct smile on his face.

Peter called out to him. "Flash, what happened to him?"

Flash only chuckled to himself and shook his head. The boy groaned in pain, and Peter's attention went back to him.

"Flash, you have to get an adult," Peter said, "He's really hurt." Peter looked at the boy, his skin was pale as a sheet, but his hair was a fiery red. His clothes were expensive-looking, a green vest, a white shirt, and dark pants. His face was bruised and beaten. "It's okay, we're gonna get help and-"

"Why are you helping him, Wall-Crawler?"

Peter snapped his head back to Flash, an annoyed look was painted on his face.

"Look at him. He's weak."

Peter's eyes widened, why was Flash acting like this? Peter's gaze was drawn to Flash's knuckles: they were red. Peter swallowed the lump in his throat. "Flash… did you hurt him?"

Flash only grimaced.

"Flash, answer me. Did you hu-"

"-rt? Hey kid, wake up! You good?"

Peter felt something cold cup his cheek, it felt metallic.

_**DANGER!**_

Then, he felt that same cold metallic object smack him across the face.

"Oh shut up, Friday, the Hulk woke me up with an Earth-shattering roar. This kid can handle a love tap to the face."

F...Friday? Peter could only see darkness, due to the fact that his eyes were still closed. He could hear a voice, but it sounded robotic and static. However, it sounded familiar. He knew that name: Friday. His mind was still clouded by a thick fog.

"I can't just leave him here, just because I purged the Symbiote from him doesn't mean I should just leave him here. He's just a kid."

I definitely know that voice. Wait… is that-?! Peter interrupted his own thought by opening his eyes. However, the light from the afternoon sun blinded him as he threw his hands up to cover his eyes.

"Oh, good, he's awake."

Peter heard the sound of heavy footsteps that came from his left. Along with the footsteps, sounds of mechanical whirring and clanging came with it. Peter put down his shielding hands, and his eyes readjusted to the light. On his left stood a man, clad in red and yellow armor. Various blue lights lined the crevices, and a glowing blue triangle adorned the man's chest. A mask covered the man's face, the eyes glowed the same blue light as in the crevices and the triangle on the chest. Peter's jaw dropped in utter disbelief, he was in the presence of the most popular hero in the world.

The man clad in red and yellow armor knelt down to meet Peter eye to eye. "Hey, you okay, kid?"

Peter's entire body went numb. His mouth quivered in excitement. The earth stood still. Time stopped and all he could hear was the flow of his own blood in his veins. His mouth started to spout incoherent nonsense. "I-I-I-I-" he stammered.

The man tilted his helmet in a curious disposition. "You what, kid?"

"Iron Man?!" Peter screeched while pointing at him.

Iron Man then dashed hurriedly towards Peter and covered his mouth. "Pipe down, kid! Do you know how hard it is to escape rabid fans?!"

Peter's whole body shook as he realized that the real Iron Man is telling him to shut his trap. This is so amazing! Peter slowly nodded his head, and Iron Man then released his grip on his mouth.

This turned out to be a bad idea, however, Peter didn't start screaming again. Instead, he started to mutter.

"So do you actually have a quirk or not it's been a debate for years and years and you've been really shady when you have to talk about it and that's fine 'cuz it's your own personal life and all but I really really would like to know 'cuz I have this notebook here see and let me open up to your page and oh wow you actually signed it oh my God oh my God this is amazing I'll treasure this forever it'll be hung up in the living room oh wow oh wow you're so amazing and..."

"Woah, this kid literally has nothing better to do does he?" Iron Man mumbled under his breath. Peter's onslaught of words was getting on Iron Man's and Friday's nerves, and Friday didn't even have nerves to get on. Iron Man needed to stop this before Peter passed out. "Alright, alright, calm down," he said while waving his hands. "Are you feeling okay? No voices? No sudden urge to consume human flesh?"

Peter flinched when Iron Man suddenly interrupted his air strike of word vomit. Then, he shook his head. Iron Man then let his arms hang and sighed in relief. "Awesome," he said as he turned his back on Peter. "Don't worry about Carnage, he's secure and sedated in a special compartment in the suit." After he said this, he lightly tapped his gauntlet on his left hand. Iron Man then turned his head slightly in Peter's direction. Peter could only see a bit of the mask, specifically the glowing eye and a bit of the face. "You know your way home, kid?"

Peter only made a small sound in response.

"Beautiful."

Peter was at an impasse. There he was, standing behind the most popular hero of all time, and he was basically told to be quiet. He couldn't even make a sound any more. All he could do is look onward. He reached out his hand when Iron Man turned his back. He was leaving him that quick? A signature, a few basic questions, and that's it? No questions about himself? Nothing? Peter didn't even care that he almost died only minutes ago, he just felt so heavy. As if a heavy rock was tied together by steel and was stuffed in his heart. Was this a hero's life? Was this Iron Man's true self? Was he wrong about everything?

"Alright, kid." The distinct sound of exhaust and flames started to emanate from Iron Man. "Go home, okay? Your parents are probably worried sick about 'ya. Oh, and if you do start feeling particularly cannibal-ly, call the Avengers hotline. We'll deal with it immediately." The sound of engines began to intensify and Iron Man was shot into the sky by the rockets built in his boots, and palms.

* * *

Tony Stark sighed as he began his flight, he didn't have much time left. He just had to get Carnage to the Raft, charge up there, and get home. He was really taking one a little too close to the chest by being out so long. Carnage was a crafty bastard and a quick one as well. No wonder why he'd been on the run for more than thirty years.

"Boss, something's on your back," his in-suit AI, Friday said with the enthusiasm of a secretary on the last thirty minutes of her shift.

This made him panic a bit inside, was it a villain attack? Now? How did his sensors not pick up this object until it was already on his back?

"Putting up live-feed from the 'Hulk's-Hand-in-the-Cookie-Jar' camera," Friday stated.

The live feed showed up on the mask's UI, and Tony could not believe what he was seeing. It's that kid! How the hell?!

"Friday! Get him off my back!" he shouted.

There was a long pause of silence, and even though the suit blocked off all sounds from the outside world, he could faintly hear the screaming of the kid that was clung to his back.

"Are you an idiot, boss? Look where we're flying over right now."

Tony's visor then switched to standby mode, a mode which is used when no action is happening. He then saw that he was high above the streets of Manhattan and realized why dropping a child from this height would be very bad for his public image.

Tony sighed and he looked back at the kid who was still hanging on. He was slightly disturbed by the g-forces at work doing a number on the poor boy's face, and told him specifically to keep his head down. Once that he saw the boy followed his order, he held the kid's head and gave it a little pressure to hold it in place with his left hand, a precaution that if the kid was stupid enough to raise his head and let his neck be at the mercy of the laws of physics.

"Boss, power level is currently at 3%. You have to hurry," Friday stated urgently, "We have to get this kid to safety soon."

Easier said than done, Tony thought. He couldn't just drop the kid off at street level, it would take too much power to get back at a respectable altitude and fly the rest of the way. He had to drop him off at a building. A smaller one though. Suddenly, Tony felt extremely weak. His body started to become extremely stiff, and his breathing started to slow and become labored.

Shit.

* * *

"You know, you didn't have to do that to him, Flash."

Flash shot a disapproving glare at his friend, Kenny Kong. He was a bit on the plus side which made him ideal for the school's football team. He did well enough in school to qualify for sports but he wasn't exceptionally bright. He was also born quirkless, which made life a bit difficult for him socially, but he was well respected among his peers for even going toe-to-toe with other quirked students in football. He's not a mean person by any means; he doesn't go out of his way to torment or bully people who he deems below him. However, maybe he doesn't get on anyone's bad side because he thinks he can't stand up to them. Usually after school Flash and Kenny go downtown and find a nice alley that they can bunker down in and drink some booze in secret.

"You could've gotten suspended," he said, putting his hands in his pockets as he leaned against the wall behind him.

Flash exhaled from his nose in annoyance. He took a swift swig of his 40, his face scrunched up as he felt the alcohol burn his throat and the pungent taste assaulted his taste buds, he let out a breath of relief, and wiped his mouth with his sleeve. That was a lot stronger than I thought. He tossed the bottle to Kenny, who in turn caught it and took a swig himself. "But I didn't, right? So nothing bad happened."

"Bro, he fainted…"

"So?"

"He coulda gotten hurt!"

Flash scoffed at him. "Nah, that round-faced bitch caught him before he hit the ground. And he was just overreacting anyway. It's just a camera."

"Uh, no she didn't! He hit his head!" Kenny exclaimed.

Flash shrugged in indifference.

"Come on du-"

"Listen, Ken, the Wall-Crawler is in over his head." Flash walked up to Kenny and snagged the bottle from him. "Imagine that Parker is this bottle, okay? What would happen if I chucked it at the wall there?" Flash asked as he pointed behind him.

"It would break…?" Kenny answered, not sure where Flash was going with this metaphor.

"Yup, it would break into a million little pieces and the alcohol inside would spill out. The bottle is gone and it failed it's task to hold the booze. It can't even be recycled."

"I don't see how that…"

"But, if I, let's say…" Suddenly, Flash's arm became covered with the symbiote, and Flash's hand grew claws at the end of his fingers. He then took the bottle with his hand and cracked the top of it off. All that was left on the top was the craggily pattern of broken glass. "Did that. Yeah the top's broken off, but look, the alcohol is still there. It can also be recycled into something else."

"That was 30 man!" Kenny shouted, "Do you know how expensive it is to get booze as a minor?!"

Flash put his finger to his mouth. "Irrelevant, and pipe down will 'ya?! I'm not lookin' to get an underage drinking mark on my record. I'm aiming for the big shots, y'here?" Flash then sighed. "Look, basically, if that idiot somehow gets into a hero school, he's going to get slaughtered. By a teacher, classmate, or even a villain if he ever gets that far. Apparently, I'm the only one man enough to put him in his place and teach him a lesson." Flash shook his head and slumped against the wall. "It's how I learned."

Flash heard a "'Tch" come from Kenny. "You got a problem, Kong?"

"Yeah, maybe I do."

Flash stood up, a blood vessel started to make itself visible on his forehead. "Well, please then, tell me a better idea. If 'ya have one."

Kenny stood up too, matching Flash's deadly gaze with his own. "How about this: leave him alone. It's his life. If he's quirkless and wants to be a hero, then let him. You're not obligated to stop his dream, no matter how unattainable it is. He ain't your responsibility, and maybe your method of literally crushing his dreams isn't really all that good."

"What do you know?" Flash spat. "Isn't it a hero's job to stop deaths from happening?"

"Yeah, but they don't usually send their saved civilians home with bruises that they caused. You're making excuses." Kenny crossed his arms. The two stared down each other, the menace of anger filled the air. More of Flash's symbiote crawled down his arm. Kenny noticed this, grunted, and shook his head. "Whatever, man. I'm going home. I expect 30 on my desk tomorrow."

Flash rolled his eyes. "And where the hell would I find 30?"

Kenny shrugged. "I dunno. Hold Parker upside down and shake the money out of him."

"Jesus Christ, Ken, I-"

Suddenly, Flash noticed that Kenny's eyes were wide. His mouth was ajarr ever so slightly and his bottom lip was quivering. Normally Flash would just write this behavior off as Kenny being Kenny, but there was something about his eyes. They were dilated, and they weren't looking at Flash. They were looking above him.

He could feel it. The atmosphere changed radically. Instead of the stench of anger, the smell of fear permeated everywhere. Flash didn't like this feeling. Not one bit. Something was behind him, and he did not want to turn around. His hand started to shake. He swallowed a lump down his throat. They both needed to get out of there. They both were in serious trouble.

"Ken," Flash whispered, "Run."

Red clouded Flash vision and a psychotic laugh pierced Flash's ears.

* * *

Peter had spent the last forty-five seconds coughing his lungs out. A common occurrence due to the fact that he had never been able to burp his entire life and he usually resorted to coughing up all of the gas in his stomach due to his horrible hiccups. However, this time it is because he was flying around at speeds that a human was never designed to be traveling at. That was so stupid.

"Kid, that was literally the stupidest thing I've ever seen someone do, and I work with Deadpool."

Peter sighed as he looked back at Iron Man. Again, his back was turned to him. He wasted time. He had this question. This question haunted him for ten whole years. Why didn't he ask this question earlier when he was ranting? Peter finally got back up on his two feet.

"Keep banging on the door until someone lets you down. After that, go straigh-"

"Wait a second!"

"No!" Iron Man's voice became stern, like a master scolding their dog. "I'm extremely busy, and I don't have time for fanboys an-"

"Can somebody become a hero, even if they don't have a quirk?!" Peter bellowed. He did it. He tossed the line into the pond.

Iron Man turned his head slightly in Peter's direction. "Kid, I…"

Peter kept his eyes closed. He couldn't bear to see the expression on Iron Man's face. Even though he had a mask on, he knew if he looked he would feel an intense wave of disapproval. He just knew it. When he realized that Iron Man didn't continue speaking, he stepped back in. "I wasn't born with a quirk, but I always wanted to be a hero. I've been picked on so much because of that. I can't run really fast or move things with my mind, but, I don't know. I just really want to save people. I just think … that's the coolest thing in the world. I want to be able to save the world with brimming confidence. Like you do. I don't want a reward. I don't really care about the money and fame. I just want to be there when someone falls to catch them right in the nick of time or rush in when some criminals rob a bank. I just want to help." Peter opened his eyes and lifted his head to his hero. "You know what I mean?"

But who Peter saw standing in Iron Man's place wasn't him. Who stood in his place was an incredibly anorexic man, with greying hair on his head and on his beard, and wearing a graphic t-shirt of two cartoon electrons telling a smart chemistry joke and baggy green-ish pants. Peter screamed in terror.

"Wh-what?! Who are you?! What happened to Iron Man?! You look like Tony Stark but…! Wait! You're an imposter! A fake! Some sort of off-brand Life Model Decoy?!" he babbled while pointing at the man.

The man hung his head and gave a deep, depressed, and frustrated sigh. "I am Iron Man, and 'off-brand Life Model Decoy'? That's pretty rude to say to someone, kid."

"No way," Peter gasped. He couldn't put his finger on why he knew, but hearing him talk assured him that the unusual looking man in front of him was indeed Tony Stark: The Invincible Iron Man. "You haven't shown your face in years. People were wondering if-"

"If I was dead?" Tony sat down and put his back against the short ledge behind him. "No, not yet… Well, technically yes."

Peter couldn't process this. Tony Stark wasn't huge or anything, but he was a six foot tall man who exhumed confidence by just standing in the room. Always dressed nice, cleaned up well, still considered attractive at an age where most models would be let go. The man sitting in front of him was pale, frail, his hair was thin, and his eyes looked sullen and tired. This was a man who looked like he gave up on life a long time ago, not the man who saves the world in a high-tech suit.

"Well, if you've seen me like this, I guess I'll just tell you." Tony grasped the bottom of his shirt and lifted. Peter flinched when he saw virtually a skeleton with skin wrapped around it. He didn't even have a belly to speak of. It was sucked in so far into his body. How did he even walk to put the suit on today? What caught Peter's eye, though, was the arc reactor nestled in his chest. Everyone knew the story about Tony Stark and his invention. However, Peter noticed that the veins around the chest piece itself were glowing multiple colors. A group of colors that seemed oddly familiar to him, but he didn't know why. "Five years ago, there was a battle, and I did a Hail Mary play to end it. I died. My heart stopped, but I was still conscious. I'm basically running on fumes right now." Tony then knocked on his chest piece, the famous Arc Reactor. "Because of my quirk, the energy that I absorbed during the battle is what is keeping me alive. If I use it I die. I charge the arc reactor on my off time, storing new energy so I don't have to use this special energy that's inside of me. It's built to run on a 1% charge for a day, but when I use the suit it drains fast."

Peter's mind flipped through its imaginary pages to find the event that he was talking about. "Was it the fight against the U-Foes? They really messed you and Cap up…"

"Those D-Lister lowlifes?" Tony said dismissively. "No, it wasn't them. This battle had very little coverage. I made sure of it."

The thought of Tony Stark manipulating news coverage on a fight disturbed Peter, but that was a discussion for another day.

"The Invincible Iron Man should always remain, well, invincible. If word got out there that I'm functionally dead, people would lose hope. Sometimes I feel that I'm the only thing that's holding this world from destruction. I don't know if that's my ego talking or if it's true. That's why I wear the armor, kid. So people won't see that I'm terrified. That I'm human, just like the rest. Some people say I'm a symbol of peace. A man who rejected his war profiteering ways and decided to fight for the greater good of humanity. In reality, I'm just a scared and jaded old man who shouldn't even be alive."

Tony got up and walked towards a door that led to the stairs of the building that they were on. "Oh, and to answer your question."

Peter's ears perked up. His chest tightened with anticipation.

"I don't think a person without a quirk can be a hero, and before you say anything, Cap doesn't count. You have to be willing to lay yourself down on the barbed wire so your partner can crawl on top of you. Except the barbed wire is laced with poison and you don't have a healing factor. Also, the field that you're in is over two-hundred degrees Fahrenheit and you don't have a heat-resistance quirk. You'd just be killed. I'm sorry."

Peter's head hung low, and his eyes darkened with sadness. "Ah, I see," he whispered.

Tony opened the door, and sighed as he could practically feel Peter's sadness. "Listen, if you wanna be able to help you should be a first responder. It's a fine profession. New Yorkers love their Firefighters and Paramedics, you'd be doing a good thing. Also, I don't think I need to tell you this, but don't post what I said to you online, okay?"

Tony glanced back at Peter. He noticed the small tears running down his face, going down his neck, and seeping into the collar of his shirt. He hated being the bad guy. "But, I can tell that you won't. You look like a good kid." After he said this, he walked through the doorway and closed it behind him. He could faintly hear Tony ask Friday something about where she put Carnage's canister, but he honestly didn't care. He was now alone on a rooftop. Heartbroken.

Before Peter had time to sulk and cry about his situation, he heard a loud explosion, and saw people running out from an intersection. A villain attack?! Peter ran to the door to swing it open. It's not far. I should-

The memories of Tony Stark's word flew through his mind like a wasp circling around its victim to sting. Peter's grip on the handle loosened, and his shoulders hung. "Never mind," he whispered to himself. He opened the door and started to slowly walk down the stairs. Right now, he just wanted to go home.

Peter hit the streets and made his trek towards the station. What was he gonna tell Aunt May? If he told her, would he ever be allowed outside the house again? Would they have to start driving him to school so they can make sure he's safe? What was he gonna tell Wanda and Pietro? "Hey, by the way, on the way home I was attacked by the most infamous and deadly serial killer of the modern era. What game do you guys wanna play?" He could tell that whatever measures Aunt May and Uncle Ben would take to protect Peter, Pietro and Wanda's measures would be one-hundred times more severe. They'd probably request a class transfer so they could make sure he's safe, or at least Wanda would. As much as he'd like that, the last thing that he wanted was to burden and worry them.

Peter made a right at the intersection, and was taken out of his trance when he picked up the faint and distinct smell of burning gas. He looked up to see a group of people huddled around an entrance to an alley, as he got closer. He realized where he was. He was at the location of the explosion he heard earlier. Even though he had his hopes and dreams crushed by the most popular hero in the world, there was something in Peter's instincts that drew him to danger. He sighed. If he was already here, he might as well get the most of it. He pushed his way through the crowd, he saw that Multiple Man was still on patrol today as he, once again, formed a barrier between the civilians and the action. Past the barrier of men were a couple of heroes that Peter recognized: The Thing and Mr. Fantastic, the last two-thirds of the Future Foundation. By the looks of things, they were having trouble. Fire felt the heat as fire engulfed parts of the alley. Peter's gaze went past them to see the villain.

A horrible, stomach-churning feeling ravaged Peter's body like a hurricane. He saw a monstrous indescribable form of red, but it was very familiar to him. It was Carnage, and he was in the process of eating another person. He could faintly overhear the two heroes debating on how to beat the villain. There were sounds of worry in their voices. Were they losing? Were they not prepared?

This is my fault. Peter remembered that Iron Man said something about storing Carnage in his gauntlet. He specifically remembered him pointing to his left arm, the same arm that he used to hold Peter's head down when they were flying. How did it fall out? Was it loose? Was it because his power was low? This is my fault and someone is going to die because of me. He covered his mouth in terror. Peter overheard some commotion in the crowd, there was talk about Iron Man. How Iron Man was chasing Carnage. They were asking where Iron Man was.

This is my fault this is all my fault. Peter saw a glimpse of the victim that Carnage currently had in its grasp. It was a horrifying sight. Carnage's mouth was wide open, and razor sharp teeth were everywhere. Its victim was inside its mouth, as if it were slowly eating the victim. It was straight out of a horror movie. Peter felt like he was going to throw up. He knew how horrifying it is to be in the grasp of Carnage. He knew exactly what the victim was thinking. He suddenly heard a scream. It was a scream for help. Peter looked up, and his heart stopped.

What he saw in the mouth of Carnage, was the desperate and scared face of Eugene "Flash" Thompson. Half of it was human, and the other half was covered in his own symbiote. He was holding out his arm, as if he was calling out for help.

Peter gasped.

_**Save him.**_

Peter then found himself eight feet in the air, because he just jumped over the barricade of Multiple Man. Shoes touched down on the concrete earth, and he ran. He ran faster than he ever did.

"You?!" he heard the red demon screech. He saw Flash mutter something but he didn't hear.

He swore he could hear the cries of the two heroes that were currently behind him, begging him to stop, but he didn't listen. He just kept running. His legs kept moving on their own. His head tingled, and his body shivered.

_**Danger.**_

He saw Carnage whip a tendril at him, but he knew it was coming. He moved out of the way ever so slightly to the left, and the tendril completely whiffed him.

_**Danger.**_

He heard the blood curdling scream from the monster as it threw another tendril at him. He swiftly dodged to the right and came out unscathed as the tendril hit the ground.

_**Danger. Danger. Danger.**_

Yet another blood curdling scream filled the air as multiple tendrils shot themselves towards Peter. Peter doved over all of them, rolled when he hit the floor to keep his momentum going, and kept running.

Peter wasn't even thinking at this point. He couldn't even feel anything either. He couldn't feel the heat of the flames around him or the pain from the scraps on his knees. Someone was in danger and he had to do something.

He was close to Carnage now. Carnage cried another scream. As he was closing the gap between himself and the symbiote, Peter held his arm up high. His middle finger and ring finger curled into his palm, and something unsuspected happened. A string of fluid shot out from Peter's wrist and hit Carnage square in the white blotches that it called eyes. Carnage thrashed about as it couldn't see. The strange fluid seemingly solidified and wrapped around Carnage's face. Carnage's grip on Flash loosened as he slid ever so slightly out of the gullet of the demon. Finally Peter got close, took hold of Flash's arm, and began to pull.

"Parker?! What are you doing?!" he frantically yelled.

Peter kept pulling and pulling. "I don't know! I couldn't stop my legs! I don't know what's happening!"

"Why are you here?! Get out of here!"

"Flash I…!" Peter's face contorted into a semi-smile as tears ran down his face. "I just couldn't stand there and watch you die!"

Flash's eyes widened and his symbiote crawled to the edges of his face. The only human thing about Flash was his face at this point, his whole body was covered in the black symbiote. Flash bared his teeth, his eyes became pinpoint with rage, and he screamed.

"Get the hell 'offa me!"

The symbiote within Flash came to life, its own tendrils battled Carnage's as it formed itself from Flash with a chilling figure. It was like Carnage, it had white splotches where its eyes should be and it had sharp white teeth. It almost looked like it was grinning. It was black as the midnight sky, but the fires illuminated it with a subtle tinge of blue.

"Kill him! Venom!" Flash bellowed.

Venom let out a guttural roar that shook the earth beneath them. It then bit into Carnage's upper face with its sharp monstrous teeth as Carnage screamed in pain.

"No! No! No!" Carnage yelled. Two large mouths flew out of Carnage's blob-like biomass and bit hard into Venom's neck. Venom screamed in agony. As did Flash, who recoiled his free arm, which escaped Peter's grip, to hold his neck in pain. "This is not how play dates are supposed to go! I'm supposed to win! Always!" Carnage ripped off the solid-like fluid of his face and let out yet another roar.

_**Danger!**_

Peter felt danger coming from his left but it was too late, tendril struck him in the stomach and wrapped itself around his torso. Peter yelled in pain. It felt like someone took a bat to his abdomen. He tried moving his arms as he struggled to get out of Carnage's deadly grasp. He needed to get out! He needed to save Flash!

"This play date is over!" Carnage screamed. "Now go to Hell!" An extra mouth formed from Carnage's red mass and shot itself towards Peter at a blistering speed.

Peter's head tingled and throbbed with pain but he could do nothing, he was trapped. He closed his eyes for the inevitable.

The roars of engines suddenly filled the air and Peter opened his eyes to see Iron Man blocking the mouth with his arm!

"Iron Man?!" Peter yelled.

Iron Man looked directly at Peter. "I really am a piece of work, huh? Apparently I wasn't practicing what I preached!"

"No! Not you, again!"

"Hold on, kids!" Peter felt Iron Man grab his arm and he felt him pull. Peter was no longer in the grasp of Carnage, and he saw that Iron Man had Flash in his other hand. He pulled Flash out of Carnage's mouth. Peter saw the light in crevices of the armor glowing multiple colors. The same colors he saw that were surrounding the chest piece.

"You know, Carnage, technically you aren't human. You're just a quirk!" Multi-colored light began shining from the chest piece. "Which means that I don't have to hold back on you!l

"No!" Carnage screamed in terror.

Iron Man dropped Peter and Flash behind him as the multi-colored energy whirled within him. He crossed his arms in a "X" formation across his chest. The colors started to flash with more intensity. Iron Man kneeled and aimed upwards with his torso. "Oh yes! Your reign of terror is over!"

"I will not be defeated! I am Carnage! I am the most powerful being on the pla-"

"Yeah?! So what?! I'm Iron Man!" he bellowed. "Take this! Unibeam!"

A giant beam of multi-colored exploded out of Iron Man's chest piece and enveloped itself around Carnage. It let out one last scream as it felt its molecules being ripped asunder, and being vaporized into nothingness. The beam went past the buildings and headed straight right into the stratosphere as it left the Earth.

Peter blinked and saw that Iron Man stopped the Unibeam. It didn't look like he was moving. Peter started to worry, until Iron Man's hand curled into a thumbs-up. He then stood on his two feet, turned to face the crowd, and gave them a thumbs up as well. The sound of a cheering crowd filled Peter's ears, and for the first time since this morning, Peter had a genuine smile on his face.

* * *

The events of the next hour were a blur to Peter. After Carnage was vaporized by Iron Man, Peter and Flash were pulled aside by onscene medics to be evaluated. However, during this Peter got scolded heavily by the Thing for being so reckless. Peter felt a bit intimidated by him, but deep down in his heart he knew he did the right thing. After being let go by medical services, Peter made his trek home once again. He tried to talk to Iron Man but he was hounded by the media.

As Peter got on the train once again, he opened up his phone once again, to see that, once again, he had more messages than he can count. Everyone texted him. Aunt May, Uncle Ben, Pietro, Wanda, and even Mr. and Mrs. Maximoff, and they can't even speak English too well. The texts from them really touched Peter's heart. He knew that he was loved, but it was nice to be reminded of that. He texted them all that he's fine and he's on the way home, however he noticed that none of them read it. He shrugged and put his phone back in his pocket.

As the light of the setting sun filled the train car, Peter started to have questions about what he just saw. How did Iron Man do that? He had no energy left. He used the energy that was keeping him alive to pull that stunt off. Why didn't he die? Did he not use all of it? Peter sighed and shook his head, he was so tired. He had a really long day.

Peter finally got to the Queens stop. Now it's fixed? He touched ground and began his walk towards home. The sun was setting on the horizon with a beautiful orange glow and the sky danced with beautiful evening colors. The leaves were just starting to change. Peter didn't notice it this morning, but now he realized how truly beautiful the season of Autumn can be. He turned on his street, and he saw blue and red lights in front of his house. Great. They probably think I'm missing. He turned back to the street that he was on beforehand, so he wouldn't be seen by anyone. He had to mentally prepare himself before he walked into the mess that was his front yard.

_**Danger.**_

"Parker!" a familiar voice barked.

Peter jumped, he knew something was coming, but he still jumped. He turned around to see Flash standing behind him. He looked furious. Peter flinched inwardly, but only for a second. He took a deep breath, and exhaled.

"What do you want, Flash?" he asked with a tinge of annoyance in his voice. He was taught by his consular to take his time when he needed to stand up for himself. To take a deep breath and visualize what he was going to say and how he was going to say it.

"I want to tell you something," Flash's eyes narrowed, "I didn't ask you to save me. I didn't need your help. I could've gotten out of it." His face was red, and his dialect was slurred. "I don't need your pity! I don't need anything from you! Not from some quirkless, weak, worthless nobody!" He turned around and began walking in the opposite direction, he stomped angrily as he went. "Don't cross me, Wall-Crawler!"

Peter tilted his head in confusion as he saw Flash walk away. He winced when he saw him kick an innocent trash can in spite. I guess that's his way of saying thank you?

A rush of concern for Flash washed over Peter, a rare occurrence. Flash stinked of booze and looked pretty drunk. For a person with a symbiote to get drunk meant that they had to drink a lot of alcohol to balance out the host and the symbiote. Peter cupped his hands to his mouth.

"Flash!" he called out, "Do you know how to get home?!"

Flash turned around, his face even redder than before. "Of course I do, dumbass!" He pointed further down the road. "Go down three blocks and turn right!" He swiped the air with the hand he was pointing with and pivoted back into the direction he was walking in. "Just get outta my sight!" he yelled.

Peter gave a minuscule smile, sighed, and shook his head. I'm too nice to him… he did destroy my camera, today, though. That smile went directly in a frown. Great. Peter turned back around. He had to prepare himself again. Dick. He took a deep breath, formulated his plan, what he was going to say, and visualized how everything was going to go down. He decided he was ready, and almost took his first step before he was interrupted again.

"Hey, kid!" A familiar voice shouted from above Peter. Peter looked up and saw Iron Man flying towards him.

An expression of shock found itself on Peter's face.

"Iron Ma-?!" Before Peter could finish his shriek, Iron Man firmly planted his palm onto Peter's mouth. Peter could practically taste the metal of the iron, which was kind of disgusting.

"Are you going to do that every time?" he asked.

Peter shook his head and Iron Man let go of his mouth. Like last time, Peter had questions.

"So how did you escape the media they always hound you whenever you do hero work and also speaking of hero work how the hell did you do that and not die you explicitly told me that if you use that energy that's keeping you alive which I have some theories about by the way you would literally die because your heart isn't beating and also explain to me how that makes sense because I'm losing my Goddam-"

Suddenly the armor ran out of power again and revealed the zombie-like Tony Stark to which Peter promptly screamed in terror, once again. Once Peter calmed down. Tony sighed and began to speak.

"I'll answer all that in a bit, but right now, I gotta tell you two things, one's a statement and one's a question."

Peter nodded cautiously.

"Okay, so, question first." Tony sharply inhaled. "Why did you lie to me?"

Peter was utterly taken aback. "Wh-what?!"

"Your quirk! You told me you didn't have a quirk!" he exclaimed.

"I don't have one! What are you saying?!"

"Kid, I saw it. You jumped ten feet in the air over a human barricade. Ran faster than any kid your age can. Dodged every single attack thrown at you, with style, if I might add. And you shot that stringy stuff out of your wrist!"

Peter was grasping for an explanation. Any explanation. There's no way he had a quirk. No way. This was all some sort of misunderstanding.

"Listen, uh, Mister Stark, what I said to you was true. I don't have a quirk! You can check my medical record, I'm quirkless." He looked towards the ground, feeling dejected. "All of that earlier must have been a misunderstand-"

_**Danger.**_

"-ing." Peter's eyes widened. What just happened? Peter looked up and saw that his hand was holding a pen, and from the look of it, the pen was thrown at his head. Peter looked at Tony with disbelief. Tony had a smug look on his face.

No way.

"Oh my God. I have a quirk," Peter muttered with a little chuckle of utter disbelief.

"Now that we've proven that theory. Statement second. Thank you, kid. I really mean that. If you didn't figure it out by now, I was in the crowd. I showed up and felt utterly helpless. I couldn't do anything, no. It's that I wouldn't do anything. I was too scared. Too scared to die." His face darkened with regret as he said this, but he looked up at Peter and smiled. "But, then I saw you. This kid. This stupid, arrogant kid. Who's dreams were just crushed by his idol. Who was told by the most popular hero in the world that he himself could not be a hero. This kid that ran in there with no hope. The kid that thought he had no quirk, ran in as if he had a plan to save the day. Let me guess, your legs started to move on their own, didn't they?"

Peter nodded frantically.

Tony chuckled. "Figured as much. It's a phenomenon. Heroes claim that it happens all the time. When they run head first into danger, and they don't stop. They don't think about their own wellbeing. They only think about saving people. That's what happened to you. Kid. What I'm about to say is something that I say very rarely. I was wrong. Dead wrong."

The wind blew through the dying leaves of the Autumn trees. The setting sun looked like it illuminated Tony. He was both in shadow, and in the light. The Arc Reactor in his chest burned brightly through his clothes. Peter just then noticed how beautiful the evening sky was. Vibrant shades of pink, yellow, blue, and orange danced in the atmosphere. Time stopped and nothing mattered at that moment except the words that Peter thought he was going to hear. Breathing became harder for him as his chest started to become extremely heavy. His eyes stung as they began to water, and thus his vision became blurry.

"I'd be saying this even if you didn't have a quirk. Because even though you apparently have one now, it must have just mutated or some other genetic science stuff that I have to ask Reed about. You still believed that you were quirkless when you ran in."

Don't say it, Peter thought. Don't you dare say it. I've cried so much today. So much! I don't think I have enough in me to cry again! Peter clutched his chest and he fell to his knees as tears rolled down his face. His body began to shiver as anticipation took him over. Memories from the past flew through his mind like a bird flying into a house and exiting through an open window. Memories of the day he was told he was quirkless. Memories of him, Uncle Ben, and Aunt May all excitedly watching the latest villain attack on the news. Memories of the day when he tried to save a boy from Flash. Memories of the day when he met Wanda and Pietro. Memories of the day where they all promised to attend Avengers Academy and become heroes together. Memories of every beating from Flash, of every hug from Aunt May and Uncle Ben, of every time somebody told him that he couldn't be a hero, and of every time either Wanda, Pietro, Uncle Ben, or Aunt May told him that he most certainly can become a hero, and a damn good one at that.

"Kid, you can become a hero," Tony Stark stated with a genuine and sincere tone.

The floodgates opened. Peter Parker officially broke. His question was finally answered. He had a quirk. He could start his dream. He could finally start his journey to become an Avenger.

"Hey, so, uh, I'm gonna need that pen back."

* * *

**Me (11:00 PM): Hey u up?**

**Harry Osborn (11:01 PM): DUDE HELL YEAH IM UP I JUST SAW YOU ON THE NEWS**

**Me (11:05 PM): YEAH I KNOW THAT WAS WILD**

**Harry Osborn (11:06 PM): So do you like have a quirk now?**

**Me (11:10 PM): Yeah I think? I didn't have the chance to play around with it cuz of all the police that were at my house. And May and Wanda scolded me for hours**

**Harry Osborn (11:11 PM): Wanda's probably training so she can whip you into submission when she ties the knot with you ;D**

**Me (11:16 PM): :-[ shut up!**

**Harry Osborn (11:17 PM): I can hear it now, the screams of agony as she literally ping pongs you across the room over and over again for working too much as a hero :)**

**Me (11:24 PM): You enjoy this don't you?**

**Harry Osborn (11:24 PM): You love it you know you do**

**Me (11:30 PM): No. I don't. Anyway, you free to have a video call soon? I was at Avengers Tower, and they mentioned that your dad's company is doing quirk research with Stark Industries.**

**Harry Osborn (11:31 PM): oh you found out about that? Lol yeah it's a thing that dads investing in to like you know Cure me lol but yeah dude! I'm free this Friday or Saturday**

**Me (11:33 PM): Saturday please lol Wanda has Pietro and I tied down to go see some movie that day**

**Harry Osborn (11:34 PM): Pietro gonna sit between you two lovebirds? ;)**

**Me (11:45 PM): oh shut up. We're just friends! Just friends, I don't know why people think that there's something more!**

**Harry Osborn (11:46 PM): lolll! just busting your balls bud**

**Me (11:55 PM): well stop! They hurt! lol but anyway, believe it or not I'm still going to school tomorrow lol so I gotta get to sleep. Night dude!**

**Harry Osborn (11:56 PM): Good night man! Welcome to the "wonderful" world of quirks! Good thing your's doesn't kill you like mine does.**

**Me (12:00 AM): Oh shush lol we'll find a cure for you! I promise! Good night :)**

* * *

**Thank you so much for reading! Chapter 4 is currently be worked on! Please leave a review because I love feedback!**

**Aztec13: Why yes! This story is filled with legacy characters and I cannot wait for them to show what I have in store!**

**OK KO: Thank you for your input. All I'll say is this: keep reading and make that decision to keep reading. Also, it's a different universe so the rules are different. I hope this chapter entertained you!**


	4. Chapter 4: With Great Power

It was cold. So cold. Peter kicked himself for not bringing a jacket with him. If Uncle Ben and Aunt May didn't find out about his plans, he'd be warm in a nice and fuzzy coat. He rubbed his hands together to get some semblance of warmth. God, it was cold. He could barely see in the darkness of night, and the moisture from the Hudson River wasn't helping with his shivering. He looked out onto the river and to the prize of his eye, an old, seemingly empty warehouse. It should be abandoned, but Peter knew better. After all, he did follow the truck from Central Park. Peter deduced that this warehouse was a smuggling checkpoint for the notorious Tombstone Gang. Drugs, guns… _People. _Peter shivered at the thought.

He looked at his wristwatch and saw that it was 11:00 PM. He smirked and pulled down his mask, the show was about to start. It was a black mask that covered his mouth completely. He was also dressed in complete black with a heavy black sweater and black jeans. He wore a pair of sweatpants under his jeans to keep him warm and to keep him safe.

He took three steps back from the rail that barred off the deadly drop to the frigid waters. Peter bounced in place, once, twice, four times. His gaze locked onto his path, and with a breath, he ran. His feet pounded the pavement, and he leaped many meters towards the warehouse. As he flew through the air, he saw his entrance into the building: a ventilation grate. He curled his middle and ring fingers on his right hand and webbing shot out- not out of his wrist, but the machine that was mounted onto his wrist. His very own web-shooter. The stream of webbing connected to the ventilation grate with a splat and Peter swung to it. He braced his arms outward and landed on the wall of the building. He stuck to the wall instead of falling into the deadly currents below- a Quirk-Factor he learned he had back in September.

It was a beautiful, late September day, the day after the _incident,_ and Peter, Pietro, and Wanda all met up in the Parkers' small garage. This was the usual meetup for them. It had a desk, a small lamp, and an old CRT TV that Peter has sworn on his life that he would fix. Old Emo music from the 2000s filled the air as it was Wanda's turn that day to pick the playlist. Pietro has a distinct negative taste towards any music that could be considered to have a dreary or nihilistic message, or it could just be the "siblings must be opposite" thing. Wanda loved it, though, and she had Aunt May to thank for introducing her to the genre. Peter could honestly listen to any genre of music and have fun.

"So, I'm guessing you're still technically quirkless?" As soon as Pietro said this, he earned a small blast of concussive Hex to the gut. Pietro flew backward until he hit the garage wall, making a nice and loud _thud_.

"Do you ever think before you speak garbage like that?" she scolded, her eyes burning red with rage and her Quirk.

"Ah, dear sister, you see," Pietro chuckled as he stood up while clutching his side in pain, "I don't have to think. You do that for me."

"I'd like to resign from that duty." Wanda rolled her eyes and walked towards Peter, who was sitting at a desk reading some sort of book about spiders.

"Sorry, it's a job for life." Pietro stuck his tongue out at her. Even though her back was turned.

Wanda looked back at Pietro, shook her head, and then turned to Peter. "So, you find out anything else? Other than webbing and that Peter-Tingle thing?"

Peter cringed when she said that. He did not like that at all. "Jeez, did May get you to start saying that too?"

"I think it's cute!" Wanda beamed.

Peter rolled his eyes and went back to his book. "No, it's stupid, and I hate it."

Somewhere behind him, he heard Pietro laugh and then grunt in pain. Footsteps echoed in the space, and in his periphery, Peter saw Wanda hop up and settle onto the desk. She crossed her arms, and he swore he saw her pout for why he didn't know.

"So let's go over what we know," Peter said as he turned around in his swivel chair. He loved doing that. He was about to speak, but he paused, blinking at Pietro, who was rubbing his arm. Wanda only gave him a shrug, as if she didn't know what happened either. Peter shook his head and began speaking again. "So, what we know is that I have a..." He turned to Wanda and looked her dead in the eyes. "Spider-Sense."

Wanda huffed and pouted once again. "I like Peter-Tingle more."

"And, I can shoot webs from my wrist." In one swift move, Peter curled his middle and ring fingers into his palm and flexed his arm outward as he aimed for Pietro. With a squishy sound, like air quickly escaping from a tight hole in a pipe, webbing was shot from his wrist. Pietro simply walked out of the way, but from Peter's and Wanda's perspective, he just suddenly reappeared a few inches to the right. The webbing then splattered against the wall of the shed.

"You missed," Pietro taunted with a cocky grin.

Peter smiled back. "Just making sure you're awake."

"I gotta say, bro, that's kind of disturbing. Like, this came out of you," Pietro said. He strummed at the strand of the web as if it was a guitar string. The webbing was thin but had deceptively strong tensile strength. Pietro tried to break the strand by quickly chopping it. Still, all that did was cause the web to violently vibrate until it eventually stopped.

"Your face is disturbing," Peter retorted.

Pietro whistled. "Look at Mr. Confident here! Next thing you know, you'll be beating up Flash in front of the entire school."

Peter laughed and hopped up from his chair. "Unlikely. C'mon, I have an idea I wanna try out."

The Parkers' backyard was nothing to write home about. It wasn't big, but it wasn't small either. Most homes in the Queen's area had this type of backyard. A little grass and a lot of concrete. He glanced over his shoulder, grinning at his baffled friends as they followed him out.

"Okay, so what are spider's best known for?"

"Climbing up walls," Wanda said with pride.

"Shooting webs out of their co-ow! You gonna do that all day today?!" Pietro exclaimed as he rubbed his shoulder.

Peter shook his head with a snort. "Yes, Wanda, climbing up walls." Peter trot towards the outside wall of his house, excitement coursing through him. "Observe," he said with a smug smile. Peter put his hands and feet on the wall. Peter could feel the microscopic hairs on his fingertips and toes pierce the rugged and old brick and mortar. With a quick and deep breath, he lifted himself up and scaled the house. There weren't any ledges to grab on. There was nothing. Although, due to his somewhat out-of-shape nature, he had some difficulty with constantly pulling himself up with nothing but his fingers. He got to the roof of the house and bent over as he tried to control his heavy and exhausted breathing. Once he straightened out, a smile of pride adorned his face. He felt he was on top of the world.

"Well? What do you think of that?" he yelled, waving his arms outward.

Pietro cupped his hands to his mouth and shouted. "Kinda expected, buddy! We're surprised you didn't do this yesterday!"

Wanda put her hand to her mouth, trying to suppress the laughter that was breaking out of its tightly locked prison.

Peter's arms fell to his sides, and a wave of disappointment hit him hard. "Then why did I embarrass myself?"

Wanda giggled. "You didn't embarrass yourself, Pete! Now c'mon! The movie starts in an hour and a half!"

Looking back, that stunt wasn't embarrassing in particular. It was just unneeded. Peter always had a problem with believing that if he did something considered "extra" or "prideful," he was just embarrassing himself. He shook his head as he shook the memory away, but bumped his head on the wall of the metal ventilation shaft he was crawling in. He winced. There sure wasn't a whole lot of room in the ventilation shaft.

Speaking of, this shaft went on forever. And ever and ever. Geeze, would this thing _ever_ end? A vibration in his pocket buzzed against his leg, drawing a gasp from Peter...

_My phone!_

He didn't leave his phone at home. He pulled it out to see messages upon messages. Messages from Ben, May, Wanda, Stark; everyone he knew. It was just like the day he gained his Quirk. He quickly turned it off. Knowing Stark, he was tracking him. If he could find his cell phone number when they first met, there was no doubt in Peter's mind that Stark installed a tracking app.

It was the day after Peter learned about his Wall-Crawling Factor. He received a text from Tony Stark himself, during school.

**(310) 555-1963 (10:23 AM): Hey kid, it's Tony Stark. Meet me at Central Park after school, hope you're still interested in my idea. **

**Me (11:56 AM): Uh, how do I know this is Mr. Stark?**

**(310) 555-1963 (12:00 PM): You never gave me my pen back.**

**Me (1:04 PM): Noted. Will be there at 4.**

Now the question of, "Why did Tony Stark have his number?" was one to be answered at a different time. Peter was curious about the idea that Mr. Stark had in store for him. After school, he immediately headed over to Central Park, but not before convincing Wanda and Pietro that he would be okay by himself. They were still worried about the Carnage incident. Peter worried that it was going to be a trend. Even Aunt May and Uncle Ben were adamant about knowing his location at all times. They always asked him where he was going, if Pietro and Wanda were gonna be there, if his phone was charged, etc.

It got annoying.

Peter arrived at Central Park only to realize that Mr. Stark never specified a place to meet. Central Park was a very big place; he could be anywhere. Peter kept looking around for a clue, a sign, anything to indicate that Mr. Stark was there. He assumed that Mr. Stark would probably be in disguise, but how hard was it to locate a fifty-something-year-old skeleton of a man with a greying beard? Very hard, apparently. Peter gave up after a twenty-minute search. Frustrated with the lack of Tony Stark in his life, Peter decided to take a break and sit down on a red bench.

"For being the fifth smartest person in the world he really does suck at-"

_**Danger.**_

"Oh boy," Peter muttered. Before he could react, his body suddenly jerked back. Gravity took hold of him, and Peter found himself falling backward in a metal chute.

_You gotta be kidding me!_

He frantically smacked both of his palms against the walls of the metal chute, stopping his descent. He stood there, hanging precariously, arms aching under the stress of holding himself in place. "What the hell?!"

A voice echoed through the small space. "Peter. Unstick."

"Friday?!"

"Okay, I am not doing this," Friday sighed, in the only way artificial intelligence could.

_**Danger.**_

The metal walls that were once rigid suddenly became slick, and Peter felt the weight of gravity pulling him down once again. "No no no no!" Peter panicked, the feeling of helplessness crashed into him like a wave overcoming a dam. He tried desperately to restick to the metal walls. Slamming his hands and kicking as he did. "Oh, this is crap!" he yelled.

Alas, there was nothing to stick to. Peter rocketed down the slick metal chute at 9.8 meters per second, screaming what he thought were his last words. Until the metal chute was no more, and Peter landed on a pillowy object that cushioned his hard fall. He opened his eyes and realized he was laying on his back, arms and legs spread out as if he was comically laid flat with a punch in a cartoon. He looked above himself to see where the metal chute from hell ended. He stared at it for a few moments. Choice words flew through his mind. After he finished his mental argument with the metal chute, he rolled onto his side and got up on his feet steadily. His gaze darted across the room, left, right, left, right. Machines he'd never seen before, giant computers, and giant computer monitors were everywhere. Blinking lights making small beeps and boops, the mechanical hums of the machines, the louder than usual fans that were no doubt cooling those giant computers, and the sound of metal hitting metal repeatedly in a rhythmic beat filled Peter's ears. "A.. bunker?" Peter tried to question himself but concluded that he shouldn't question Mr. Stark's methods.

"Huh," he muttered. Peter walked towards the sound of the metallic clanging that came from deeper in the bunker. He walked past numerous machines, and a small console with buttons caught his eye. The console was in the middle of a big area, but it was shrouded in darkness. _Ominous,_ he thought, _But not ominous enough._ He approached the console but stopped.

Did he dare press the big red button that was situated snugly in the middle of the console?

The only button on the console?

Yes, he did dare.

His hand slowly made its way towards the button, anticipation made his hand shake and shiver. He braced for the immediate Spider-Sense to go off because the chances of a big red button being the "Nuke New York" button is never 0%.

He quickly pressed it and immediately curled up into a ball and covered his head. _Pleasepleasepleasepleasepleaseplea-_

Once Peter huffed a sigh of relief when his head didn't explode from his Spider-Sense, he opened his eyes, and his jaw dropped. The previously dark area was lit up and revealed to be holding units for Iron Man armors. Peter's gaze followed all of the armors in order, he followed from the Mark 1, the original gray and archaic armor, to the Mark 43, the new Stealth Armor. He knew every armor's name by heart; he recited them repeatedly when he was younger. However, there was one armor he didn't recognize. It was situated right next to the Mark 63, and it looked like Mr. Stark's Mark 41, the armor that allows him to go into space. It had an almost blue-ish tint to it, there was no arc reactor piece in its chest, and it looked extremely bulky. It seemed to be unfinished, only the torso and the arms were complete, the legs were open, and wires hung and swayed side-to-side. On the plaque above, its cell held a name for the armor: Ironheart.

Peter needed to find Mr. Stark now. He just found a new armor. A new Iron Man armor that hasn't been finished yet. He darted out of the room and followed the clanging once again. He eventually saw a dimmed red light peer out from a corner, and with every sound of a metallic clang, small sparks would fly. A smile grew on his face, and the spark of excitement ran up, and down his spine, he was going to see Mr. Stark working on Iron Man armor.

Peter turned the corner and saw him. With specially made braces lining his arms and torso, they no doubt helped him in Mr. Stark's weakened state. He wore darkened goggles that shielded his eyes from the bright molten metal. Peter looked closer at the armor that Mr. Stark was working on, and the familiar silver and red coloring gave it away to Peter that the armor in question was the Mark 8, the Silver Centurion armor.

Peter smiled. He wanted to say something quippy. "You know, Thor could probably help with that. I bet he could churn out four armors a day."

_Damn, you're good, Mr. Parker._

Tony stopped mid-swing and turned to Peter. He chuckled. "We tried that before. Let's just say that there's a reason why Avengers Mansion isn't mentioned anymore."

Peter lifted an eyebrow.

_Mansion?_

"But anyway, thanks for coming, kid." Tony laid his hammer down to the side.

"Uhh, yeah. No problem, Mr. Stark. So, what do you need?"

Tony walked to and sat down on his office chair in front of a large monitor system. Peter couldn't even imagine how much that cost. "Listen, Peter, right? How bad do you want to be a superhero?"

Peter was confused about where this was going. "It's my life goal."

Tony paused, staring long and hard for a moment. Peter fidgeted in place, ducking his head. Was Mr. Stark always this weird?

Tony shrugged. "Eh, good enough for me." He got up from his chair and chopped Peter's shoulders with one arm, like a Queen knighting a subject. "For the next five… no… four months, I am going to be your personal trainer."

Peter felt a rush of excitement run through his body. His eyes started to well up. "T-train for what?"

"The Avengers Academy entrance exam, of course."

Before Peter could burst into uncontrollable tears, Mr. Stark put his hand up. "Okay, none of that. Leave the crying for the family and girlfriends, aight?"

He decided to ignore that girlfriend remark and compose himself. "Okay, okay. Sorry."

Mr. Stark smiled. "Don't be sorry, kid. Now listen, I think you should know something before we start."

Peter wiped away a stray tear as he perked up to look Mr. Stark in the eye.

"Now, each teacher has this thing where we can choose a new student to skip entrance exams and such every three years via personal recommendation. This year, it's mine and Wolverine's turn. I want you to know that I already had picked my recommended student. So, sorry, kid."

Instead of being disappointed, Peter became super curious about this mysterious recommended student. "Who are they? Will I meet them? Do they come here? What's their Quirk?" Peter kept going with the questions.

Mr. Stark could only chuckle and shake his head. "I'll tell you one thing, kid. She's the next Iron Man."

That revelation blew Peter's mind.

The Ironheart armor belonged to the next Iron Man.

The weeks went by, and every Tuesday, Thursday, and Saturday, he would catch a train to Central Park and began his training. Mr. Stark gave him a goal to hit before the entrance exam starts in January: to hold a one-ton weight over his head for thirty straight seconds. A daunting task if there ever was one. Peter knew that he was strong now, but he was still scrawny and out of shape. He requested Aunt May to start making healthier meals for him, which shook Uncle Ben in his boots. The last thing he wanted was to be going on a diet. Mr. Stark also hooked him up with an at-home workout regiment that he claimed was scientifically proven to work 100% of the time. Another perk was Mr. Stark letting Peter use the bunker for his own inventions.

For one week straight after his workout, he'd hunker down in the bunker and work on his newly thought of web-shooter. When Mr. Stark asked why he needed an artificial web shooter when he could already shoot organic webs, Peter was glad to explain.

"So, for one, the more web I shoot, the more tired I get. It's still technically part of my biomass. It'd be like if I was bleeding out," he explained.

Mr. Stark just stared at Peter. "That's kinda disturbing."

Peter rolled his eyes. "Says the guy without a beating heart. And two, for some reason, when I really overuse the webs, my wrist starts hurting like crazy. I actually start to bruise and bleed really bad. So I need to find a different way, and I've had an idea for an adhesive based substance for months now."

Mr. Stark eyed Peter and shrugged. "Well, whatever ya want, kid. Just remember to focus on your workout regiment, okay?"

Peter absently nodded as he tinkered with his invention. "Yes, sir."

The regiment was tough, but he adapted. The hardest part of his new lifestyle was keeping up with homework. Uncle Ben and Aunt May noticed that he started to slip on his grades. The three of them had a long talk about responsibilities and aspirations. Aunt May and Uncle Ben knew that Peter had been training with Tony Stark for a while, and while they were excited for him, he still needed to do well in school. Much to Peter's annoyance.

But all of that was in the past. He had more pressing matters at hand. He continued to crawl through the vents, not knowing where it would take him. A morbid thought of being comically chopped into pieces by a fan crossed his mind, he'd started to doubt if this plan was a good idea. He'd been trusting his spider-sense to navigate, but he was weary if it was leading him in the right direction or not.

"Hey, man, are you sure that we weren't followed?"

_A voice?_ Peter immediately halted. It wasn't faint. It was very clear. Ahead of him was the end of the cramped metal tunnel. Light dimly illuminated the ceilings of the vent as it went in between the bars of the grate below.

"Yeah, man, we're good. It's Black Friday! All the pros and cops are by the stores making sure nobody's causin' trouble."

Peter crept slowly to the opening, making sure to make as minimal noise as possible. He really didn't want to get caught. He peered through the openings of the grate and saw a bunch of wooden crates; he tried looking around, but he couldn't see the two men talking. Peter couldn't make out the lettering, but he didn't have to. He knew what was in those crates was Tombstone's very own drug: Grave Dust. It wasn't a quirk enhancement drug, but rather an offshoot of the Super Soldier Serum. Which was highly dangerous in an uncontrolled environment. It would give the user a great boost in endurance and color your skin ashy white. Tombstone had a massive ego, if nothing else.

Super Soldier Serum knock-offs have been around for almost a century. They could never get it right. Even the world's smartest scientists could never recreate Captain America.

Peter's mind flashed once again to the past. It was October, the leaves were falling, and jackets were worn. It was another day for Peter to train for the entrance exams at Central Park. He followed his workout instructions to the letter while adding more unique programs to accommodate for his Quirk. Whether it be leg workouts with Pietro or creating simple web constructs with Wanda, Peter's mind was on bettering himself for the exam and only that.

As soon as Peter got to the park, his phone buzzed. He got a text from Mr. Stark, who explained that he wouldn't be there that day. Peter furrowed his brow.

"What am I supposed to do today, then? Climb the Trade Center?" He put his phone in his pocket and started to walk towards the bench that held the entrance to the bunker. He was surprised to find a stranger sitting on the bench and reading a book. He had blonde hair and striking blue eyes. He wore a brown leather jacket and regular blue jeans. He looked familiar to Peter, but he couldn't figure out why.

The stranger looked up from his book and noticed Peter. "Oh, it's Peter, right?"

_Wait a second._

The man stood up and put his book in his pocket. "Tony sent me. Said you need some training for leg day?"

Peter took a deeper look at the stranger. He noticed the bone structure of his face, the scar under his lip, more scarring on his hand, and, most of all, he noticed the stranger's backpack. It wasn't like a normal bag, it was shaped in a circle. The wires connected in Peter's head, and his mouth formed a small "o" in disbelief.

"Y-y-y-" he stammered.

The man raised an eyebrow. "What's that, son?"

Peter closed his eyes, and he took a deep breath. He's been trying to better himself about not yelling his idols' names in public. He pointed at the man. "Y-you're Captain America, aren't you?" he asked in a calm voice.

The man smiled. "Why, yes, I am."

Peter found it extremely difficult to not explode in excitement and launch into the ramblings. "Cool," he squeaked out.

Training with Captain America was everything that Peter has dreamed of and then some. He had a hard regiment, but Peter didn't care. He was training with Captain America. The first hero. Sweat and tears were given by Peter as they ran thirty miles around Central Park. Eventually, the sky was painted in a familiar pink hue as the sun was setting on the Western horizon.

Peter and Cap found themselves sitting on the grass, looking at the sunset. The two talked for hours, what it meant to be a hero, life in general, their loved ones, everything.

"You have a very strong heart, young man."

Peter looked up at Cap, whose gaze peered out to the evening sky. Peter nestled his chin onto his knees as he hugged them close to his chest. "I mean, if you say so, Cap." A wave of sadness washed over Peter. He went back into his dark thoughts.

"Peter, why do you want to be a hero?"

Peter perked up at this question. In all honesty, he'd never been asked this. People either already knew, or didn't care enough to know. He shifted his position and hugged his knees closer. "I…" He tried to start speaking, but he couldn't find the words in which to express himself. He laid his chin back on his knees, silent as a rock.

"You hate seeing people hurt, don't you?"

Peter's eyes widened. He turned to Captain America, still looking out to the sunset. He turned to Peter and looked him in the eyes. "You don't like bullies either, right?"

Peter's mind flooded with memories of Flash. He nodded in response.

Cap smiled. "Son, do you know why I enlisted?"

Peter thought for a moment. "Because you wanted to do your duty as an American and assist in the war, right?"

Cap shook his head and sighed. "That's just what the government made up for propaganda," he stopped for a moment, "While that is somewhat right, there's more to the story. I joined for selfish reasons. I felt weak. I was weak. I'd get beaten up every time I'd go to the theatre. I joined so I could have a reason to exist." He glanced at his circular bag, where his shield was stored. "Before a picture would start, there would be serials of the war—propaganda, in other words. But something bothered me. All I was shown was the war effort at home, the notion that an American man must fight against the threat so dangerous, so dire, it dare not say its name. That was what bothered me. They told us of how bad the Nazis were, but they didn't show why. All they showed was them fighting. I did research. I looked into their leader, and I became livid. That man, that horrible, horrible man, was nothing more than a bully. A despicable man that was in charge of an entire army. I knew then, I had to do something. So I enlisted, and eventually, I became this."

"Eventually, I became Captain America: the first and only Super Soldier. History books will tell you that I immediately went into battle, but they're false. For an entire year, I was paraded around the country as a prop for the government, Just to get more people to enlist. To get more bodies to sacrifice. I took it upon myself to fight. Heh, I was almost court-martialed."

Peter was astounded, what Cap was saying was nothing like he learned back in elementary school. He was lied to.

"So… when you came back, how did you feel?" Peter asked.

Peter noticed a wave of sorrow flood Captain America's face. "I was confused, to say the least. I was caught up on history rather quickly, and… it was a harrowing experience. For fifty long years, my name was abused for agendas that I, Steve Rogers, would never agree with. They painted me as this nationalist who put his country before all else. White supremacist groups would invoke my name in cross burnings and lynchings. Neo-Nazis would name me in their lists of patriots, and politicians would bring me up to further their agendas. The name Captain America was used for oppression. People who I fought against were suddenly claiming me to be their hero. It haunted me, Peter. I considered throwing away the shield. The costume. Everything."

"Well, what happened?" Peter asked.

Cap lifted his head and looked back into the sunset. "The world was in danger from a bunch of bullies. I sprung back into action. I decided that hanging the shield and costume would be a mistake. I wouldn't let the name of Captain America be dragged through the mud anymore. For fifty years, my name was invoked in the name of racism, nationalism, and bigotry. For fifty years, Captain America could not speak for himself, but now he can. Now people know that Captain America is not a man who puts his country first, but a man who puts its people first. You know," he turned to Peter and smiled, "Like a hero."

Peter smiled back at him. He finally had an answer to Cap's question. "I want to save people. Anyone that I can."

Cap's smile grew bigger. "That right, there is a fine reason to be a hero, young man."

Peter would train with Captain America many more times. Strength training, more leg workouts, and he even taught Peter some basic fighting skills.

Peter shook his head. He had to stop remembering the past. He was in a dangerous place, and he couldn't dawdle. He listened in on the two guards.

"Yeah, but what about the Devil?"

Peter saw his chance, he would knock both of them out while they were distracted. He repositioned himself to the ceiling of the tunnel and hung right above the metal grate.

"The Devil?"

He slowly slid his hand in between the bars, silently thanking the construction workers of this place for making such wide spaces in between the bars. He felt around for the screw holding the grate in and started to slowly unscrew it.

"Yeah, man, the Devil of Hell's Kitchen!"

The first screw came off and fell into his hand, not a peep was made.

"Man, you actually believe in that shit?" the gangster laughed.

The second one popped off as well. Peter grabbed the grate with his free hand so it wouldn't open. Things were starting to become uncomfortable. Now only his legs were holding Peter up.

"Dude, I had a friend working a gig for Kingpin down by the docks. He was admitted to the hospital with a broken arm and two shattered legs."

The third screw was taken out. Gravity's force on the grate became greater. Peter started to get tired, he needed to hurry.

"Nah man, your friend be smokin' or somethin'. The Devil's just a myth made up by Kingpin, so he doesn't scare away new hires. Kingpin's the one who's actually sending them to the ER."

_**Danger.**_

His Spider-Sense activated too late. Right as Peter took off the fourth screw, the unthinkable happened. Peter lost his grip on the metal grate. He witnessed in slow motion as the grate tumbled to the floor. Before he shot off a web to catch it, it landed on the floor and made a horrendously loud thud.

_Oh no!_

Peter's mind went into overdrive. His cover is blown. He had to move quickly. The fact that he didn't even know where the two men were didn't faze him. He had to trust his Spider-Sense. He dropped down to the floor and went into his fighting stance. He finally spotted the two men who had their guns pointed at him.

"Woah, what the fu-?!"

Before he could finish his sentence, Peter shot a web at the man's mouth and silenced him. Peter yanked the web and hurled himself at the man. He landed a good punch square in the man's jaw, and he fell to the ground, unconscious.

_**Danger.**_

Spider-Sense tingled up and down Peter's spine, and he jumped to the wall. The sound of a gunshot bounced around the small room. Peter couldn't dawdle. He had to keep moving.

_**Danger.**_

Peter ran along the wall as gunshots trailed behind him. Bullets pierced the old and dilapidated brick and mortar, but Peter couldn't hear the sounds of stone cracking and wood breaking. His ears kept ringing from the gunshots, and the sound of his own blood filled his ears. He had to keep moving. If he stopped, he was dead.

_This guy keeps shooting where I was and not where I'm going to be. Let's keep it that way._

"Stay still, you freak!"

The bullets stopped; that was his cue. Peter jumped from the wall and shot a web at the assailant. While he was reloading, he was snagged by the web and pulled towards Peter. While Peter was flying and the man was pulled towards him, Peter landed a hard flying-kick to his abdomen. The man flew in the opposite direction and collided with the wall behind him, knocking him out cold. As he slumped to the ground, a large crack revealed itself in the wall where the man collided.

Peter landed on the floor. He started to hyperventilate. He started to panic. Thoughts flew through his mind. He could've died if he stopped. He just knocked out two men. What was he doing? What was he doing there? He started to regret everything.

Peter ripped his mask off. He needed air. He felt faint. He just escaped death. He could've died. _What am I doing? _he thought to himself.

_Danger!_

His Spider-Sense raged throughout his body, but it was too late. Peter felt an extreme, blunt pain suddenly hit his back. He never felt pain like that before. He found himself sprawled out on the floor. He cried out in pain.

_**Danger!**_

Before Peter could react, pain stung from his scalp as he was being pulled by the hair. He was lifted up, and his feet dangled in the air helplessly. He finally caught a glimpse of his attacker.

_Great, final boss already?!_

His face was an ashy white, and he looked as if he fought in one-thousand battles and won every single one. He was face-to-face with the main man himself: Lonnie Lincoln, also known as Tombstone. He wore full biker gear, and Peter noticed that he didn't have a gun on him like his henchmen.

"Well, well, well. What do we have here?" Tombstone snarled. His breath had the stench of cigarettes. "A little kid trying to play hero?"

Peter struggled to break free of Tombstone's grasp. With some quick thinking, Peter shot a web to one of the wooden drug crates that were behind Tombstone and yanked it hard. The crate went flying towards the white giant, only to harmlessly break into pieces as it collided with him.

Tombstone grew a sinister grin, baring his sharp teeth. "You're funny, kid."

_**DANGER.**_

Tombstone then threw Peter across the room. As he was flying, Peter, who was still ready for a fight, shot a web to retrieve his mask and landed on both of his feet. He put the mask back on and pointed at Tombstone.

"Your days of villainy are over Tombstone. It ends tonight. All of it," he stated as he lowered his voice an octave to seem more intimidating.

Tombstone smirked. "Well, aren't you a feisty one?"

Peter gritted his teeth. He was bluffing. He was outmatched. Even though his back was nearly healed by that punch earlier, he remembered how it felt. Tombstone was strong. Extremely strong. "You've hurt a lot of people, Tombstone. I'll see you personally get a nice and cozy cell at Rykers."

Tombstone started to laugh. "Oh kid, you're great. What? Saw Cap on the news last night and decided you wanna do some hero work?"

Peter tried to find an answer. He just had to keep him talking long enough for him to find a way out. "N-nah, it was a coincidence, really." Peter caught himself, he almost stuttered. "Saw one of your deals go down in Central Park and just thought, 'Eh, what the hell?'" Peter located his way out, there was a small opening in the wall that led outside. He knew he was strong enough to make that opening bigger with a kick. He just needed to distract Tombstone even longer. "Now, your trade checkpoint has been discovered, and it's only a matter of time until your people start squealing about your other checkpoints when the pros get here."

"Oh, so you're the one who followed us!" he laughed. "Did you think we were stupid enough to have some wannabe hero follow us back to one of our checkpoints?"

This caught Peter's attention. "What do you mean?" Peter slowly started to walk towards the wall but made an effort not to seem like he was planning anything.

"This ain't one of our checkpoints, kid."

Peter's eyes widened at the revelation. His stance became weaker. He was letting his guard down. "You're lying. These crates are-"

"Empty, kid. Let me just say this. You aren't the first wannabe hero to follow me here," he said with a sickening grin.

Peter's heart jumped to his throat. This was a trap. It was always a trap. The information he found online. The deal. The stories. Everything. Peter was stupid enough to fall for it.

But that didn't matter. He had to get out of there. "Well, let me just say this then..." Peter reaffirmed his fighting stance, legs wide and bent ever so slightly, arms lifted to chest-height and bent, and on his right hand, his middle and ring fingers were curled ever since slightly. Ready to shoot off a web at any time. "I'll be the first wannabe hero to take you down and get out of here alive."

Peter regretted those words so much. It all happened so fast. He thought he could at least hold him off or incapacitate him for just one second, but no. Tombstone's Quirk was too powerful. He was invincible. He can't be hurt. It wasn't even a fight. It was a curb-stomp. Pain rippled through Peter as the gangster took another strike to his abdomen. Peter was chained to a wall, and he felt so weak.

_**Danger!**_

"Hey, this kid is awesome! He's like a punching bag!" The gangster then threw another wild fist and cracked Peter across the face.

_I'm so stupid,_ Peter thought. _This was a trap. I fell for it. Now I'm going to die. _

Before the gangster punched him again, he was stopped by his partner. "Hey, careful with the merchandise, man. The buyer wants him alive."

Peter looked around for a way out. Something for him to take advantage of and get the hell out of there, but he couldn't find anything. He was going to die.

"Yeah, but doesn't mean we can't rough him up some more! He got me good earlier, and I want payback."

He was so stupid. He was going to die, and the last thing that he said to Uncle Ben and Aunt May was that he hated them. He felt so horrible. He deserved this.

"Ugh, just don't kill him, 'aight? I gotta piss, I'll be right back."

Peter watched as the other gangster walked out of the room.

_**Danger!**_

"Hey, hey!" Peter's vision was enveloped in darkness as he closed his eyes to fruitlessly deal with the pain of being punched in the gut. Everything was on fire. His arms ached as they continued to hang from the shackles. "Don't you take your eyes offa me, wannabe!"

_**DANGER! DANGER!**_

Peter gasped the gangster's arm, bent and twisted into impossible positions. It extended and bent at a ninety-degree angle. The gangster's forearm and hand melded into each other and straightened out. It curved at the end, and his arm became a makeshift fleshy scythe.

"This Quirk is pretty neat, I gotta tell 'ya. Gives me a cool Villain name too: Reaper."

The reality finally settled in Peter's head. He wasn't a hero. He was just a kid. A kid with a weird quirk who was way over his head. A kid who told his Uncle and Aunt that he hated him and best friend not to worry about him. He was going to die.

The gangster ripped off Peter's mask and traced his face with his scythe. With a swift swipe, the gangster named Reaper lightly cut Peter's cheek. He smiled with a deranged look in his face. "The buyer won't mind if your tongue is cut out, right?" he laughed maniacally.

_**DANGER! DANGER! DANGER!**_

Peter didn't even whimper in fear. He accepted it. Like a train without its breaks and heading towards a wall, it was inevitable. His head pounded like crazy as his Spider-Sense kept going off. Peter closed his eyes and waited.

However, something unexpected happened. A stifled cry of pain came from the gangster, and a sizable "thud" and the clanging of metal hitting concrete bounced from the walls of the room. There was no Spider-Sense. There was only a voice. A familiar voice. A friendly voice.

"Peter! Peter, are you okay?" the voice cried with intense concern.

Peter opened his eyes and saw not the gangster, but Uncle Ben with his usual ugly red-and-blue sweater. Peter's eyes started to well with tears.

"U-Uncle Ben?"

_**To be continued...**_


	5. Chapter 5: Comes Great Responsibility

Ben Parker was a simple man. He did not care that his family skirted the poverty line, that his job was a toxic place that only the most hardened of people could work at, or that his VA no longer accepted him as a patient. As long as he was with his family, he was warm and happy. And who didn't want to be happy? Ben couldn't think of a single reason why he wouldn't want to be happy. So, he was happy, and he couldn't be happier. It was 4:00 PM, November 21st, 2030. Thanksgiving Day. A time to share your gratitude with those you love and adore. Usually, a very warm day for Ben. He specifically asked to be off of work this day, and thankfully his job granted his request.

Like every year, Thanksgiving was held at the Parker house. It was small, but that was okay. The Parker's never expected a large crowd on holidays. No, only their next-door neighbors, the Maximoffs, joined them on such occasions. Ben sat at the head of the table, looking over the variety of delicious foods that were laid out before him, he thought back to the first day him and his beautiful wife, May, met such wonderful people.

It was seven years ago, Ben and May had the day off, and Peter was off at school for the day. It was a day to relax. He put in an old DVD from his youth into his vintage Sony DVD player, had a can of soda in his hand, sat down on his comfy chair, and looked at his beautiful wife. God, he loved her so much. It was love at first sight for him when his brother introduced him to his girlfriend and her friend. There was just something about her that made him absolutely smitten. He could never put it into words, which made writing love poems for her very difficult. All he knew is that she made him feel warm.

He stared as she read her horror novel, and he chuckled when he saw her wearing her reading glasses. She complained about having to wear them, but age catches all, and they definitely weren't getting any younger.

He was just about to start his movie, it was his favorite: It's a Mad Mad Mad Mad World, but he heard some commotion next door, some grunts, and loud arguing. Ben, curious, got up from his chair and looked out the front window. He saw a man and a woman attempting to move a couch into the house.

"Just leave them be, Ben," May said in a dull tone.

He didn't even make a peep, but she knew what he was going to say.

Ben turned to her, closing the curtains back up.

"But May, they look like they really need-"

"Ben." She closed her book with a mighty thud. "They'll be fine. It's our day off. We haven't had a day off in weeks."

Ben eyed his wife, she didn't look angry, but she did look miffed. She was right, though, they haven't had a day off together in a very long time. Both of their schedules worked against each other, there would be days they'd work on the same day, days where Ben would be working but May would be off, and days where May would be working but Ben would be off. Very rarely would they both be off, and on top of that, alone. They loved Peter, but they needed time together.

As May's fiery gaze bore into Ben's eyes, he felt a tinge of fear roll up and down his body. There were only a select few people on this Earth that made him quiver in fear, and on top of that list was his wife. He swallowed down a lump in his throat as he did not dare to challenge his wife.

"O-okay, honey." He backed off and went back to sit in his chair. However, he stopped in his tracks and thought for a moment. "Hey, I forgot something in the basement. I'll be back."

"Okay, babe. Love 'ya," May said, absentmindedly.

He left the living room and entered the kitchen. The kitchen had a small walkway where the backdoor and the stairs for the basement intersected. He looked over his shoulder to see if May was watching him.

Coast is clear, he thought to himself.

He could hear his own heartbeat, he was on edge. He'd never disobey his wife, at least to her face. Time seemed to slow down as he reached for the doorknob. He could feel the tension in the air so thick that it could stop bullets. His heart pounded in his chest, and his blood flowed through him like a raging river.

"Ben! Don't you dare!" May yelled from the living room.

The jig was up. He was found out. He needed to run. He swung the door open and ran outside as fast as he could.

"God damn it, Ben!" He heard her scream.

"Sorry, honey!" he yelled back.

He ran and never looked back. If there was someone in trouble, Ben made it his mission to help. No matter what.

May didn't stay mad for too long, though. After chasing after Ben, she met the two new neighbors: Django and Marya Maximoff. Ben and May offered to help with the furniture, and thus a new friendship between families was born. Stories were told, and a good time was had.

"You know," Django laughed, "I'm very impressed by your fluent Romanian."

Ben chuckled. "I wish that were the case, Django! But no, it's my wife's Quirk. She has this like… perception filter that translates languages."

Django's face changed to one of bewilderment. "That's absolutely amazing!"

Ben's gaze turned to his wife, who was talking to Marya. "Yeah, she is amazing."

Both families were surprised to find Peter, Wanda, and Pietro walking home together. Fate was a funny thing. Ben was surprised to find the red bandanna he gave Peter that morning wrapped around Wanda's head. He'd be sure to tease him about it later.

Ever since then, both families were inseparable. They did everything together. Which Ben was grateful for; he didn't know if he could live without the Romanian dishes that he gorged down every Thanksgiving. God, they were so good.

Thanksgiving went off without a hitch, laughs were had, and hijinks ensued. It was Peter's and Wanda's turn this year to break the wishbone. Needless to say, it was chaotic. Peter ended up winning, but there was a bit of a spat.

Wanda slammed her hands on the table. Her gaze seemed to set aflame anything that she looked at. "Te înșeli fiul unui nenorocit! Ai folosit Quirk-ul tău!!"

Peter put his hand on his forehead. "Wanda, I can't understand you! You're speaking in English!"

"That's not fair!" Wanda exclaimed as she waved around the smaller broken piece of the wishbone while pointing at Peter with her free hand. "He used his strength factor! Usage of Quirks is banned!"

Peter pointed back at Wanda. "It's not like I can turn it off, drama queen! And bullcrap that 'Quirks are banned!' I saw your eyes! You were manipulating probability! You were using Hex!"

Wanda's face was practically red with rage at this point. "So I could at least have a chance of winning! How much do you bench now? 1000 lbs.? Yeah, no! I was just evening the odds!"

"Oh, what a pair of loveable idiots," Pietro chimed in. He turned to Uncle Ben, a toothy and mischievous smile painted on him. "It was me. I broke it. Nobody suspected a thing." He winked.

Ben laughed and gave Pietro a thumbs up. He very much approved. He looked in as the two children went back and forth at each other. They reminded him of himself and May when they were younger. Always trying to one-up each other, but eventually, trying to one-up each other turns into trying to impress each other.

Ben remembered how touched he was when Peter made quick friends with Wanda and Pietro. His last group of friends, well…. It was just hard for Peter to see them anymore. For five years, Peter, Pietro, and Wanda have been as tightly stitched together as a comfy sweater that someone would wear in Autumn, and Ben couldn't be any happier. Peter needed to be surrounded by people who loved him. He was very similar to his Uncle in that sense.

Eventually, the festivities slowed down, and it was time to pack it up. The Maximoff's were heading out downtown for Black Friday, a tradition that had lasted since they first moved in, and every year Peter went with them. However…

"Sorry, guys, but I have some extra credit that's due tonight that I need to do," Peter mumbled as he held his head in shame.

Wanda looked to the ground with a frown. "Oh, well, we'll miss you, Pete," she mumbled.

Now, what Peter said, confused Ben. He knew Peter. He was his Uncle after all, and Peter never did his homework at the last second. It was 10:37 PM, and schoolwork was usually due at 11:59 PM. Ben knew immediately something was up. He might not have that tingling thing that Peter has, but his Parker Paranoia screamed at him. Something was off, and he needed to find out why.

Ben felt bad when he entered Peter's room without permission, but he couldn't help it. He did knock, but there was no answer. Peter wasn't there. So, it wouldn't hurt to snoop around just a bit. He looked around the room. The walls were covered with posters. Poster upon posters upon posters. He remembered buying every single one for him. Anything that Peter liked, he made sure to get it for him. Money was never a problem, even though it certainly was. He just wanted Peter to be happy. All of these figures of his favorite heroes and books about heroism came right out of his pocket, but it made Peter happy.

Peter wasn't in the room, but he left his computer on. It wasn't much, it was considered cheap in the grand scheme of computers, but it was all he could get for Peter. Thankfully, Peter was ecstatic to receive his first PC, even though it was mainly for his school work.

Ben hunched over and looked at the screen. God, I hope I don't find anything bad, he thought to himself, I really don't want to give him 'The Talk' again. Anxiety filled his being as he browsed the various windows that were left open. Various videos, music, and word documents were what Ben went through. Some of them were related, but most weren't. Peter always had a scattered brain. Having ADHD would do that to a kid.

There was one document that caught Ben's eye, however. It was titled, "Say Hello to my Little Friend." That piqued his interest. It was a quote from Ben's favorite movie, "Scarface." A strange title for a text document, no doubt, but it shouldn't have perplexed Ben this much as it did. Ben knew that Peter liked to categorize mundane things. Specifically, Peter mentioned at dinner that he lists all of his favorite quotes from his favorite movies in a text document. Now, in any other case, Ben would just move on and not think anything of it. The thing that screamed at him that the document was suspicious was the file size.

It was twenty megabytes large.

That's way too big for a list of quotes...

Ben thought back to dinner. Why did Peter mention that today?

Now that he thought about it. Peter had been acting out of the ordinary for the past two weeks. After he'd come home from school or his training with Iron Man, he'd go right up to his room. Typical teenager attitude for any other kid, but Peter wasn't like any other kid. He always raved about how awesome it was to train with heroes, and he'd explain his activities to Ben and May after every training session. For the past two weeks, he stopped doing that. He'd been cooped up in his room all day, and he'd tell Ben or May to wait a bit before opening his door. As if he had something to hide.

Again, typical teenager stuff.

But Ben knew something was wrong. Something had to be wrong.

He was right.

When Ben clicked on that text document, the page filled with plans, pictures of buildings, pictures of Central Park, guns, some sort of chemicals, articles about human trafficking, Quirk trafficking, etc. What scared Ben the most, was the mugshot of Lonnie Lincoln, A.K.A. Tombstone, and the caption, "November 22nd, 2030. The night where Tombstone falls." was next to it.

That quip at dinner. It was a coverup. A way to hide the document from any suspicion if he or May ever found it.

"Dear God," Ben whispered under his breath. He quickly turned around and saw something that almost made him faint. On Peter's bed were a ski mask and dark clothing. "Oh no."

"Uncle Ben?" A voice added to Ben's anxiety. The lights flickered on, and Ben turned to the doorway to see Peter. Eyes wide and jaw dropped. He'd been found out.

Ben didn't want to do this, but he had to. "Young man, what are you planning to do tonight?" Ben asked in a low and stern voice.

Peter barely stuttered out a response. "I uh um, n-nothing, s-s-sir."

Ben crossed his arms. "Don't lie to me, Peter." His voice got louder.

Ben could see the fear in Peter's eyes. Not once in his guardianship did he ever lay a finger on him, but he did what he had to do to make Peter understand his punishments when he did something wrong. Sometimes when he was having a stern talk with Peter, he would momentarily forget that he was home and flashback to his tour in Iraq. Such cold times.

Peter eventually hung his head. "I… I was planning to go out and stop a human trafficking deal."

Ben could not believe what he was hearing. "You what?!" His voice now echoed throughout the room.

Peter winced. "Th-there's a human trafficking deal going down tonight, and nobody's going to be there to stop them because of Black Friday! I… I just thought…" He held his arm, a vain attempt at hugging himself.

"You thought you could stop it?"

"No." Peter's whole demeanor changed. "I think I will stop it." He stood taller, and his voice dripped with confidence.

Ben eyed his nephew; he knew this was gonna turn ugly. "Peter, you aren't a hero yet. You can't do this kind of stuff."

"Says who?"

"Says the law. You're not registered, and you're just a child!"

"Uncle, this is the only way I'm going to get into AA. I'm not going to be able to lift a ton by January! I just barely got past 1,000 lbs.!"

Ben couldn't believe what he was hearing. Even now, Peter doubted himself. "Peter Benjamin Parker, this little bust won't get you anywhere but six feet under!"

"You have that little faith in me?"

"That has nothing to do with this."

"So you don't believe me?!" Peter exclaimed.

The tension in the room got thicker and thicker with each word. May spoke up from the hallway.

"Ben? Peter? What's going on?"

Ben turned to her. "Peter's planning to do vigilante work tonight."

"Uncle Ben!"

Ben saw May's face twist in shock, and then contort in anger. She angrily stomped to Peter's room. "Young man, is this true?"

"Yeah, it is, so what? I'm going to do something actually useful!"

"No, you won't, Peter! You're not going anywhere," Ben said.

"I'm going to contact Mr. Stark first thing in the morning," May stated, "We're going to have a discussion about this." Then, she walked out the door.

Peter tried to chase after May. "No! Don't do that, please! He wouldn't let me apply!" Peter pleaded as desperation vibrated his voice.

Ben stepped in Peter's way and put up a hand. It broke his heart to see Peter like this. But he couldn't be the fun-loving Uncle right now. He had to be a guardian—a parent.

"I don't want to hear it, Peter," Ben huffed.

"But, Uncle Ben!"

"Peter!" Ben snapped. "I said I don't want to hear it! You're not a hero yet. You can't just go out and beat up criminals. That's not what a hero does. You can get hurt, or even worse, killed! You're not ready, son."

Peter's face contorted and scrunched up in anger. Ben suddenly felt a chill swirl around the room like a frozen hurricane. Very rare would he see Peter like this, and he'd never seen him be this angry at him.

Tears flowed out of Peter's eyes. "I hate you! I hate both of you!" he screamed, his voice cracked. "You don't know what it's like, do you?! To be worthless all of your life, and then finally have the means to do something good! You don't know what it's like to be called worthless, or have a damning nickname like 'Wall-Crawler!' And those people were right! Flash was right! I was worthless, but now I can do something! I'm doing this for you guys! Getting into hero school will give me a guaranteed career! Wouldn't it be nice to have some extra cash?! But, no! You don't appreciate it! You just want to chain me down, because you're too scared of breaking your promise to two people who're dead! Well, fuck both of you!"

Ben was stunned. He had never seen Peter this angry before, let alone use that word…

"Young man, don't you curse at me."

But Ben had to keep up the act.

Peter narrowed his eyes at Ben and sighed. He turned his back on Ben, and he could swear he heard Peter sob silently. "Just get out."

Ben couldn't take it anymore. He broke. "Peter, I-"

Peter then suddenly turned around. His eyes were red and sullen. "Get out!"

Ben sighed. "Okay, son." It was hard to walk out of the room, but Peter needed space. He was still a child, only fourteen-years-old. He then exited the room and closed the door behind him. Ben was nearly on the verge of tears, he hated being so hard. Being such a parent. He was pretty sure he just crushed Peter's dreams more severe than Flash ever could.

But Ben didn't want to lose Peter. He couldn't have another person in his life be swept away by the wave of death itself. Ben never wanted to feel the coldness of loss ever again. Every so often, he prayed to the Lord and asked Him to take him away before He took May. It was selfish, but only he knew how cold he could feel, and he could only imagine how cold he'd get if May died before him. He didn't want to find out. He wasn't suicidal. He wasn't depressed. He just knew what he wanted, and he never wanted to feel such a frigid feeling ever again.

He walked down the stairs and walked into the living room where he saw May sitting on the couch. She stared out through the window; the snow just started to fall. Ben noticed a single tear roll down her cheek.

"I'm guessing you heard that?" he whispered.

"Y-yeah…" May nodded, sniffled, and started to cry.

Ben quickly ran to her side. He never liked seeing the woman he loved so dearly cry. He hugged her close and cradled her head under his chin. He stroked her hair and rubbed her back as they both sobbed. The Parker family always practiced what they preached about crying. Various shushes came from Ben in an attempt to calm them both down. He hugged her tight. He didn't want to let go. Though his shirt was getting soaked by her tears.

"Honey?" May squeaked.

"Yes?"

"Are we good people?"

"Yes, May, we are."

"Honey?" she squeaked again.

"Yes, baby?"

"Are we good parents?"

Ben took longer to answer that question because he didn't know the answer. He always tried to be the parent that his father taught him and Richard to be. He remembered his father's words to Richard right before Peter was born. "A good father is a kind father. A father who encourages his child. A father who stands up for their family, and against injustices. A man who takes care of his child and takes care of his partner. A father is a man who spends time with and protects the ones he loves. I have no doubt, my sons, that you will be great fathers."

"May, do you remember what you said to me when we adopted Peter?"

May reluctantly broke the hug and wiped her tears. "Ben, I'm too sad to remember."

Ben chuckled. "It was about a month in. He could talk, recognized us, but didn't understand why Richard and Mary weren't coming back. He just couldn't understand that we were going to take care of him. I was getting frustrated. Because he kept mentioning them."

"That was so hard to go through," May muttered.

"But you told me something. You told me that he didn't need a father and mother. He needed friends. You told me that it was our absolute responsibility to make this boy the happiest kid on the block. And you said these exact words, 'We can never be cruel or cowardly. We have to try to be nice, but we should never fail to be kind. We have to laugh hard, run fast, and be kind.'"

May's face lightened up. "Hell of a speech, huh?"

Ben snickered. "Yeah, 'cuz you stole it. Don't think I don't pay attention when we watch your shows."

"Hey!" May playfully punched Ben in the arm.

"But, May. We are good parents. Or at least, parental figures. We did and are, doing our absolute best with him. He's a teenager, May. He doesn't mean what he says. He's a bucket filled with hormones and junk that makes him so confused. He loves you, and he loves me."

May smiled at Ben. "Jeez, how do you always know what to say?"

"Could be a hidden Quirk Factor."

May laughed. "You wish!"

Ben laughed with May. Again, like countless times in his life, he realized just how beautiful she was to him. The perfect girl for him. "I love you, May." He pecked her on her lips.

She giggled. "I love you too." She then kissed him back.

This was nice. He comforted his wife, and he cheered himself up in the process. He felt warm.

But not warm enough.

Ben's eyes widened in horror, and May noticed.

"Ben? Honey?"

Ben started to hyperventilate. "May, Peter left."

Her eyes widened in horror as well.

The two dashed up the stairs at a speed that would make Pietro blink and swung Peter's door open. Ben was right. All that waited for them was an empty room and an open window. Ben felt nauseous. I didn't even take away his webshooter! He mentally kicked himself.

May immediately into action. "I'll call Iron Man." She then bolted out of the room to get her phone.

Ben shocked himself out of his dazed state. "Don't call the police!" he shouted down. "They won't understand!"

Ben looked around the room. How did he let this happen? Why did he trust Peter? Why didn't he think to take the vigilante clothes out with him? Peter was going to get himself killed.

"Iron Man said that he's on his way, but it'll be a while!" He heard May yell from downstairs. "He said he's trying to get some heroes on it, but they're out of heroes who are available!"

Ben ran back into the living room and grabbed his keys and red and blue coat.

"Ben, where are you going?!" May cried.

"I'm going to look for him."

"Ben!"

Ben turned around and grabbed her shoulders. He looked directly into the eyes that made him melt so many times. "May, I'm the only one who can find him. I know he's headed towards Central Park. I can meet him halfway if I leave right now."

Ben saw a flash of determination envelope May's eyes. "Let me come with you."

"May, you can't. It's really dangerous out there and…" Ben trailed off.

"And what, Ben?"

"If worst comes to worst, I don't want to lose two people instead of just one. Not again. Okay?"

May looked to the ground at her feet. "Oh…"

Ben pulled her into a tight hug. They then pulled each other in a deep kiss. God, he loved her so much.

"I love you," Ben said as he put his forehead to hers.

"I love you more. Bring our boy home."

Ben once again found himself that night reluctantly walking out of a door. He raced towards the old 2013 model car, entered it, and turned it on. He felt cold, so he put the heat on. He saw May in the window of the house waving to him, he waved back. He was going to bring Peter home. He pulled out of the driveway and drove down the street. Going just a bit faster than what the speed limit allowed for.

As Ben drove further and further away from the house, he felt colder and colder. He hated this part. He always hated leaving the house or dropping May or Peter off at work or school. He hated being alone. He always felt so cold when he was alone. This has happened for all of his life. Ever since, at the age of five, when his Quirk first activated.

Hot and Cold. A locater Quirk.

When he was with people, whom he felt a positive bond with, he felt warm, and when he was away from them, he felt cold. He always wore a jacket. Just to keep some semblance of warmth. He never really cursed his Quirk, well not before the war. He didn't really wish that he had some earth-destroying Quirk or anything like that. He just accepted it.

But during the war, Ben wished he didn't have a Quirk at all. He was only fourteen when he saw the smoke coming out of the city. He remembered hearing a large explosion, and Richard, who was sitting next to him in the family car, jumped and cling on to him. It was 8:46 AM, and he and his brother were late for school. He remembered hearing his father mutter something under his breath after he heard something over the radio. They turned around and headed back home. Nobody spoke. All they could do was watch the smoke coming from the city. He wished he never saw that smoke. He wished he never heard that explosion. He wished he never saw those things and then imagined the pain and suffering of those 2.606 people. He wished he never felt that extreme empathy that led him to join the United States military in 2005. The 9/11 attacks shook the nation and the world. Heroism was questioned, Islamophobia ran rampant throughout the world, paranoia filled every person's heart, and people wanted revenge.

The war was a cold time.

This happened every time Ben was away from those he loved. He didn't just feel physically cold, he felt emotionally cold as well. Technically Ben Parker was cured of his PTSD by his psychiatrist, but he still had it. Benjamin Parker's Quirk made him feel safe and happy when he was with his loved ones. There were no problems when he was with his family.

He tried to call Peter's cellphone dozens and dozens of times. He even left a voicemail. He neared Central Park. Warmth flowed in and out of his body. The warmer he got, the closer he was to Peter. All he had to do was feel warm.

However, there were times where he took a wrong turn, and he felt cold again. Thus, he remembered once again. He remembered the look of absolute delight on his Commanding Officer's face when he learned of Ben's Quirk. Ben was tasked with a mission. To befriend and create meaningful bonds with those in his squad. Ben didn't question it, after all, a good soldier was one who follows orders without question.

It wasn't until after his first battle did he realize why he was tasked with becoming close to those in his squad. It was a massacre. The US forces won the battle, but they sustained more casualties. Ben remembered the dread that filled his body when he heard his officer say:

"Alright, kid. Let's go find those dog tags."

It was then he realized that he was just a tool to find the corpses of his friends. Men and women who he spent weeks upon weeks getting to know. Forming bonds that were as tough as steel. He then was forced to use his Quirk to find their lifeless bodies to report to the government who specifically they lost.

This cycle repeated over and over again.

Ben transferred to a new unit.

Ben was then ordered to make bonds with his fellow soldiers.

They'd die.

He would find them.

He would then be transferred to a new unit.

Over.

And over again.

He served his six years and got his benefits: free college, and the feeling of being stuck outside in the Winter.

God bless America.

He then spent the next couple of years depressed and aimless. Until he met May through Richard's girlfriend, Mary. It took a while, but he finally felt warm again. He loved someone, and she loved him back.

Ben finally started to feel warm again. He could tell that Peter left Central Park. He was heading West now, towards the docs. Ben went through the streets of New York City, he could faintly notice strands of webs hanging from some of the buildings. He decided to carefully follow the trail, which proved fruitful as with the passing of every block, he felt warmer and warmer. Eventually, Ben ended up at an old and dilapidated warehouse. He glanced at the time on his car's dashboard; it was 11:30 PM.

Suddenly a truck started its engine and pulled out of the parking lot of the warehouse. Ben hid as it went by and prayed that he wouldn't feel warm as it did. Luckily, he didn't feel any warmer or colder. Peter wasn't in the truck and was still inside the warehouse. Ben dialed a number and put his phone to his ear.

"Ben? What's wrong?" Iron Man's voice spoke from the phone.

"I found Peter's location, how far out are you?"

"I'm only fifteen minutes away from Manhattan. Send me the location."

Ben looked down at his phone and sent his location to Iron Man.

"Awesome," Iron Man stated, "Ben, whatever you do, don't go inside. I'll be right there."

Before Ben could retort back, the line went dead. He stood there and stared at his phone.

Iron Man won't be here in time.

Ben made his decision. He had to go in. For all he knew, Peter could very well be on the verge of death. He went down the stairs, onto the boardwalk, and silently entered the warehouse. The urge to cough irked Ben when he opened the door as the dust entered his lungs, but he suppressed it. He couldn't let anybody know his position. He needed to find Peter immediately.

The warehouse was dark, but not dark enough that he couldn't see without a light. Anxiety and warmth filled his being with every step forward. Either some sort of gangster with a gun or Peter could be sitting around the corner. He slowly crept forward throughout the warehouse and found himself in some hallway. On the other side of the hallway, light flowed from a doorway. He felt warmer with every step. Peter was close.

He put his back against the wall and peered through the open doorway. His heart nearly stopped as he saw Peter chained to the wall, and a man with a scythe for an arm cut his cheek. Determination filled his body—determination to protect his family. Ben carefully sneaked behind the man. Making sure to not make one sound. Sometimes his military training did come in handy. His heart kept beating faster and faster. The last time he hurt another human being was so long ago. He swore never to do it again, but he needed to save Peter.

Once he was behind the man, he inhaled sharply and whispered a small prayer to himself. The man started to laugh maniacally and raised his scythe-arm. Time slowed down as Ben violently swung his fist towards the evil man. He could feel the sharp pain sting his knuckles as his fist collided against the man's temple with a sickening and loud crack. The stranger then flew two meters across the room, dropped the knife that he had in his hand, and landed square on his face, knocking him out cold.

Ben turned his attention to Peter. He was mortified to see the scars and bruises that invaded his face. His eyes were closed, which scared the hell out of him. He ran up and kneeled down in front of the chained up Peter.

"Peter! Peter, are you okay?" he cried.

Peter's voice slowly fluttered open. An expression of shock adorned his face.

"U-Uncle Ben?"

Ben couldn't be more relieved. He was okay. Peter was okay. He unshackled his arms and pulled Peter into a hug. For the second time that night, he cried.

"I was so worried about you," Ben said, his voice muffled from speaking into Peter's shoulder. He pushed him, but kept his hands on his shoulders and looked him in the eye. "Don't you ever do that again."

Ben could see the puffiness and the redness of Peter's eyes. In those eyes was fear.

"U-Uncle Ben, why are you here?" His voice sounded coarse and worried.

What did they do to you? Ben thought. Images of Peter's being that were conjured by his imagination flew through his head. He shuddered. He had to get Peter out of here.

"Questions for later, come on." Ben hoisted Peter up to his feet. "Can you walk?"

Peter clutched his flank in pain. "Y-yeah, I can." He looked at Ben. "Healing Factors feel really weird." He smiled. "Do you know what it's like to feel your kidney somewhat repair itself? Not fun."

Ben couldn't help but smile too. However, he frowned once again once he noticed Peter's constant shivering. Ben took off his red and blue jacket and handed it to Peter. "Here, son."

Peter hesitantly took it but put it on anyway. "But, Uncle Ben, aren't you cold?"

Ben chuckled. "Not anymore. Come on, let's go. Iron Man's on his way."

They slowly walked towards the exit of the room. Peter technically wasn't lying when he said he could walk, but he still had a very noticeable limp. Ben looked at the time on his phone, 11:40 PM. Iron Man would be there soon. He did it.

"So how did you knock out the other one? Same way?" Peter asked, taking deep breaths in between words.

The other one? What other one? Ben opened his mouth to question what Peter meant, but he was cut off by a familiar voice.

"Cheap shot, old man!"

Ben's eyes widened in horror as he and Peter turned around to see the previously unconscious gangster running at them, his arm still shaped like a scythe.

"I'll send you both straight to hell!"

Peter darted towards the charging gangster. Quickly putting on his mask as he ran.

Ben reached his hand out. "Peter!"

"Uncle Ben, stay right here!" Peter yelled.

Ben knew that Peter had been training his heart out the past few months, but actually watching him flip into the air, using his webs to zip himself across the room, and using his environment against his opponent was something to behold. It was almost like a dance. He was damn proud of him. He saw Peter finish the fight with a stylistic pose: crouched low to the ground and one arm in the air.

Seeing Peter like this only confirmed what Ben knew all along, Peter had what it took to be a hero and a damn good one. Ben felt so warm.

A loud bang echoed off the walls of the room. In a split second, Ben's mind went to a thousand different thoughts. He'd heard that noise so many times in his life. He thought of the war. He thought of seeing the World Trade Center collapsing. He thought of his best friend being shot right in between the eyes right next to him. He thought about Peter, and if he was okay.

That was until he felt dizzy. That was until he noticed the mix of bright and dark blood seeping out of his abdomen. That was until the pain settled in.

"I think that's all of them," he heard Peter say. "Come on we gotta-"

Ben stumbled forward, clutching at his gushing wound.

"Ben?"

Ben looked up to see Peter's face. He must have taken the mask off. Ben reached out to Peter, but his legs buckled beneath him.

"Uncle Ben?!" Peter cried.

Ben felt Peter's hand hold his back, slowing his descent to the ground. Ben heard Peter yell and scream his name over and over. Peter cradled Ben's body, his back rested on Peter's knee, and his head and torso in Peter's arms.

"Ben, oh my God, please no. Oh my God, Uncle Ben, please. I'm so sorry." Peter's voice cracked.

Ben looked at the face of his nephew. He was the spitting image of Richard. He missed him so much. He missed his baby brother.

"Come on, please, just hang in there, okay? The pros are on their way, right? You said that, right? Come on, stay with me! You gotta-"Peter's voice broke, "You gotta come home, okay? You're gonna come home, and see Aunt May, and you're gonna hug her, and you two are going to live long and happy lives because she loves you and I do too and and and and and DON'T GO PLEASE."

He felt it. He felt warmth.

He saw Peter close his eyes, and the tears run down his face. He smiled. Peter was such a crybaby. Ben weakly lifted his arm, there wasn't much energy left in his body. He grabbed Peter's mask and lifted it down on his face. Ben smiled again. Peter was going to be a great hero.

He had to speak to him. "Peter, it's okay." His voice was weak, almost like a whisper. "It's okay, son."

Peter's eyes opened. "U-Uncle Ben?"

Those big brown eyes. "It's okay, Peter. I… I don't need to wait for the heroes-"A weak cough cut him off. "My hero's already here. He's always been with me since the day I adopted him."

"Ben please," Peter croaked. "Please, don't say that. Come on, just hold on. Please."

"I'm so proud of you, son."

Ben always wondered what his final moments in life were gonna be. Would it be a car accident on the way to work? An unforeseen condition that would do him in? Quickly? Painfully? How did it feel?

"Ben?! UNCLE BEN?!" a faint voice yelled.

He could answer that question now as he saw the encroaching darkness of death. If he could laugh, he'd laugh at all the people who said that dying felt cold. They were wrong—all of them. At least for him, the last moments he spent on Earth, he felt warm. Warm and loved.

Your boy's a hero. Richard. Mary. He's going to be amazing. May, I'll see you later, honey. I love you. I love you so much.

* * *

Peter didn't know what he did wrong. He kept calling his name in some vain attempt to get him to wake up. Uncle Ben wasn't dead, he couldn't be. How did he get shot? There was only one gunshot. Reaper was knocked out. This was a trick it had to be.

"Don't go… please. I'm so sorry. I'm so sorry. Please."

His body rocked back and forth, holding his lifeless Uncle in his arms.

The events of the past two minutes kept replaying in his head. He knocked out Reaper. His Spider-Sense went off. He dodged the bullet. He yanked the gun out of the gangster's hand with a web. He knocked him out.

Peter felt sick when he realized that the bullet that he dodged hit Uncle Ben. It was the only explanation. If Peter didn't dodge, if Peter wasn't so selfish, then maybe Ben wouldn't be dead. He held Ben's head closer to his chest and cried harder. It was all his fault.

If Peter never went out tonight.

If Peter was responsible with his powers.

Ben wouldn't be dead.

He killed him.

He killed his own Uncle.

Sadness turned into rage. Peter let his Uncle go, carefully letting his lifeless body down to the floor. He got up and glared at the unconscious gunman.

No. He killed him.

Peter walked towards the gangster. Fists clenched and eyes narrowed.

Why should he live? Why should he live while a good man dies?

He stood over the man's unconscious body and grabbed him by his shirt. Peter towered over him. He was going to do it. He was going to kill him.

"You don't deserve to live." He pulled his fist back. "Since you're not awake, it's useless to explain what I'm going to do to you. But I'll explain anyway," he said aloud. "There have been studies about what would happen if the Hulk punched someone with all of his might. They found that the unlucky bastard would disintegrate in a picosecond. Dead on the spot. Swift and painless. Now, I'm not as strong as the Hulk, but that's a good thing." Peter's heart beat faster as he was nearing the end of his explanation. "So you won't die fast. You'll die slowly and painfully. And I hope you wake up during it."

Peter could feel every hair on his body stand up. He wanted this man to die. He wanted revenge. An eye for an eye. This man was just a lowlife human trafficking murderer. He had a chance at a good life, and he blew it. Why should this man live? He didn't in Peter's eyes. It was Peter's duty to kill him. It was his responsibility.

Responsibility?

His responsibility.

Responsibility?

What is my responsibility? he thought to himself.

Peter looked down at the man. How questioned how many people cared for him. Did he have a family? A partner? Kids? Did people expect him to come home that night?

Two armies warred inside Peter at that moment. An army of vengeance and an army of empathy. One army wanted to kill this man. The other didn't want any more death that night. Every spear that was thrown pierced Peter. Every sword that decapitated its enemy slashed him. It hurt. It hurt so much. Peter looked at the man with hideous contempt.

He had to kill him.

But, Uncle Ben would never.

And Peter Parker was no killer.

Letting that man go and webbing him to the wall was the hardest thing that Peter did, but he had to. He webbed up the Reaper as well. Those two weren't going anywhere any time soon. Peter went back to Uncle Ben. He picked up his lifeless body. Oddly enough, it wasn't cold yet. He found a corner in the room, ripped off his mask, knelt down, and held his Uncle close.

He sat in the corner with his Uncle and cried. He cried for what seemed like hours, but it was only five minutes. At exactly 11:45, the glass ceiling to the warehouse shattered, and landing from his flight was Iron Man himself.

Peter kept holding on to Uncle Ben. Only whimpers, small hics, and sniffles escaped his mouth. He knew Iron Man was there, but he didn't care. All he wanted was his Uncle.

"Kid?"

Peter looked up to Iron Man, but due to his tears, all he saw was a mix of red and yellow colors. Peter just couldn't stop crying.

"I… I didn't… I didn't want this to… to…" Peter couldn't even finish his sentence, he just kept crying. He felt the hand of Iron Man grip his shoulders.

"Peter. We have to get you home. The police and more pros will be here any second."

Peter shook his head. "No no no no. You don't understand. I can't leave him." He held Uncle Ben tighter.

"We have to leave him. Peter, c'mon. We got to go. You can't be seen here."

Peter's head whipped to face Iron Man. "I'm not leaving him!" he screamed.

Peter's vision was still blurry, but he could see Iron Man turn his gaze to the side. "Kid, I'm sorry I have to do this."

Peter's head buzzed with ferocity as his Spider-Sense warned him of oncoming danger. Peter tried to fight with all of his might as Iron Man ripped him away from Uncle Ben. "No! Please! I can't leave him!" He kicked and screamed, but even with all of his might, he couldn't rid himself of Iron Man's grasp. "Let me go!"

Iron Man put Peter in a tight bear hug and didn't let go. He walked him towards the opening in the ceiling. Peter heard the whirring of the suit and the engines activating. He knew what that meant. "No, Uncle Ben!" In a blink, Peter felt a rush of cold air blast his eyes. He found himself high in the sky. Far away from the warehouse. Far away from Uncle Ben. He screamed a guttural cry of anguish. "I'm sorry. I'm sorry. I'm sorry," he kept whispering.

There was only one question that Iron Man asked as the two flew through the night sky.

"Peter, do you want some distance for a bit?" he asked him.

Peter didn't answer. He didn't want to answer. He was just silent as a statue.

"It's okay. You can call me later, and we can talk about it, okay?"

Peter surprised himself that he responded with a very quiet, "Okay." It wasn't a long flight, and Peter found himself seeing familiar sights as they zeroed in on Queens. He then realized that he had to break the news to Aunt May. Dread overcame him.

He silently panicked as he stood in front of his house's door, waiting for it to open. How would he tell her? How was she going to react? How was Aunt May going to react when Peter tells her that he murdered Uncle Ben?

The door swung open, and Peter's heart felt like it was going to fail. There he saw Aunt May, hair disheveled and phone in hand. She looked at Peter and then looked at Iron Man. She kept looking between the two, and then finally looked at Peter's red and blue jacket. Her face became sullen and dark. Peter thought he was going to faint.

Iron Man decided to have the first word. "Ma'am I-"But he was cut off.

May put her hand up. "No. Please."

Peter felt his heart ache for his Aunt.

"Peter," Aunt May said to him, "Go upstairs, okay, honey? The adults have to have a-" she choked, "A talk."

Peter nodded, he couldn't make eye contact with her. He wasn't brave enough. He walked quickly up the stairs and plugged his ears. He didn't want to hear Aunt May cry. He got to his room and quickly opened his door. There, he saw Pietro and Wanda sitting on his bed waiting for him.

Before he could even speak, Wanda and Pietro pulled him in a hug.

"We were so worried about you," Wanda whispered.

Peter hugged them back and started to cry yet again.

"It's okay, man. We're here. It's okay," said Pietro.

After all the hugging and crying were finished, they asked what happened to him. Peter explained everything. His plan. The preparations. The lies. His stupidity. The trafficking. Tombstone. All of it. He would occasionally take a break in his story to start crying again.

Eventually, he finished. After more hugging, Pietro had to leave the room to go get some water. Leaving Peter and Wanda alone.

Peter felt super awkward, sad, yes, but also awkward. He just poured his heart out to his friends, and there he was sitting in silence.

"Flash's right…" Peter murmured as he hugged his knees to his chest.

This caught the attention of Wanda. "What?"

"Flash's right." Peter lifted his head up. "I'm just a wall-crawler. I'm useless."

Wanda sighed. "Peter…"

"No, Wanda, he's right. I just blindly and stupidly rushed into a plan that almost got my Uncle killed. Do you know what I said to him when he found out Wanda? Huh? I said that I hated him and May, and cursed them both out." The tears started to form again.

Wanda just stared at him with an empathetic look.

"I cursed at him and look at what happened, Wanda. He's dead. I told him that I hated him, and then he died. I didn't even directly tell him that I loved him. I am just a wall-crawler, climbing this impossible wall and never making any progress. And when I do think of something to climb it, I get shot right back down." Peter winced at his own words. "I'm useless. I can't be a hero. I murdered Uncle Ben. I should just stay where I'm at because if I dare to do any better, something happens to remind me of my place." Peter couldn't speak anymore, he just cried. "I'm sorry. I shouldn't-"

Before Peter could finish his sentence, Wanda launched herself at him and bear-hugged him tight.

"Don't say another damn word." Her voice was low and deadly serious.

Peter spoke out of confusion. "Wanda, what?"

She didn't bother to answer his question. "You are not worthless, and you didn't murder Ben."

"Wanda, I did," he sobbed.

"No!" she exclaimed, "You didn't! Peter, he dedicated his life to protect you. He'd give up his life for you if you meant living. He told me so." She pulled back and looked Peter in the eyes. "You didn't kill him, Peter. If the situation was any different and you were snatched off of the street by some traffickers? He'd be out there and tracking you down and saving you in a heartbeat. No matter what. He wanted to see you safe. Because he loved you so much. He would sacrifice himself to save you. You aren't selfish because you dodged the bullet. You didn't know what would happen. You didn't kill him, Peter."

Peter still cried. "But I'm still just-"

"A wall-crawler? Peter, let me tell you something. That little nickname is stupid. It's being used wrong. To me, a wall-crawler is somebody who can scale any wall and conquer it. The name Wall-Crawler to me screams, 'I can do it!' instead of 'I'm worthless.' Okay? We've been friends since the sixth grade, and I've seen you get beaten up and thrown down countless times, but I always see you get back up. No matter how many times you lose your footing, you always climb back up. Because you're you, Peter. A hero. Ben's hero. May's hero." She took Peter's hand into hers. "My hero. You are a wall-crawler, Peter. You don't give up."

Peter couldn't speak. All he could do was hug her back tight. "Thank you…"

She returned the hug. "I'm always here, okay?"

Eventually, Pietro came back and found them in a very compromised position and teased them for it. They all talked for about an hour until they both got a text to go home. They said their goodbyes to Peter and exited via his window. Peter was once again left alone. He tried lying on his bed, but he couldn't sleep. How could one sleep after a night like this? His throat and mouth felt incomprehensibly dry, so he decided to tear himself from his bed, and journey downstairs to the kitchen.

As he walked down the stairs, he saw May curled up into a ball, sniffles and sobs escaped from her mouth. Peter immediately ran to her side and nudged her with his hand.

"Aunt May?"

Aunt May lifted her head and saw that Peter was next to her. "Oh, Peter," she choked as she tried to compose herself. "Did Pietro and Wanda leave?"

Peter nodded. "Yeah, they are."

Silence fell upon them—a sad, lonely silence.

They couldn't speak. They didn't want to. They knew. They both knew.

Aunt May and Peter hugged each other tight, and yet again, they both started to cry.

"I'm sorry. I'm so sorry."

"It's okay, sweetie. It's okay."

Peter and Aunt May cried and cried in each other's arms throughout the night. He needed this. She needed this. Eventually, the crying stopped, but they didn't stop hugging. Peter, however, felt so tired. He laid his head on May's lap, and he tried not to go to sleep. His thoughts started to go back to Uncle Ben, and he started to shiver. May noticed this and began to sing Peter a song that she sang for him when he was young. His favorite hero nursery song.

"You're not alone

There's no doubt

Your gift

Isn't futile to be

If we'll be united

We're stronger together

We always have the high hope

Not all for one but one for all…"

Only eight lines in and Peter was fast asleep. He slept in the lap of his loving Aunt. Things were going to be different and difficult. Even life-changing, but it was all going to be okay. Because Peter was loved, and he felt warm.

To be continued...


	6. Chapter 6: Internal Struggles

The sun set on the New York horizon and the colors in the sky were simply magnificent, but Peter wasn't interested. Not even stopping to snap a photo. The Earth still turned, even though Peter felt it stood still as stone. It wasn't raining. Not a cloud in the evening sky, but Peter felt rained on. Peter just didn't feel good, but he still had to train.

It had been a little more than a month since Uncle Ben died, and while Peter and May's relationship was strong as ever, there was a different air permeating the house. An air that reeked of depression. Peter would come home from school, and May would either be there or not due to work. If she were there, they'd chat about their days. If she wasn't, Peter found it hard to concentrate on his homework and training.

2,000 lbs. Thirty seconds...

There was only one week left until the deadline. If Peter couldn't do it by 6:00 AM, January 4th, he wouldn't be able to participate in the entrance exam. And while Peter made good progress with his training, his heart just wasn't into it.

Which had consequences.

"Woah, kid! You okay?!?"

The concerned, yet annoyed tone caught Peter off guard as he held the 2,000 lbs. metal cube above his head. He had just buckled underneath the weight of the cube and was struggling to stand back up.

"Y-yeah!!" he struggled to blurt out. The weight started to take its toll on him, and he faltered. Feeling his knees about to turn into jelly, Peter shifted his weight to his right and let the enormous metal cube harmlessly slide off his shoulders onto the floor. Which made a deafening" thud" that bounced off the walls of the bunker." I'm… fine," he lied in between his deep gasps. His arms, legs, lungs, and back were on fire. He thought he'd get used to the pain from weightlifting by now. But no, it still hurt like hell. "What was…. my…. time?"

Tony sighed and glanced at his watch. "Twenty seconds."

Peter struck the cube. The vibrations of the impact shook the bunker. "Damn it!" Pain stung his fist, but he just didn't care. "I just can't get it above that, can I?!"

Tony walked to him and put his hand on his shoulder. "... Peter, take a break. You've done enough."

Peter swatted away Tony's hand and walked back towards the cube. "No, I want to do it again."

"Kid, that was your tenth time today. You need a break."

"I said, 'I want to do it again'!" he snapped at Tony.

Tony and Peter stared at each other. Even though the bunker was well ventilated and air-conditioned, the atmosphere in that space under twenty feet of soil and rock was as extreme as the sun's surface. One was a young boy who wanted to prove himself, and in that action, he got his uncle killed. The other was a man who just wanted to help a boy achieve his dream.

A silent war began and ended within seconds, and Tony's army won. "I'm sorry." Peter's head hung low and dark shadows cascaded over his eyes.

Tony threw Peter a towel, who caught it without looking. "Look, kid; I get it. It's been a hard month. I'm not gonna tell you I know what you're going through. Even though I do, it's different for you. But, you can't keep overworking yourself. You'll get yourself hurt, okay? Hit the showers and go home."

Peter only gave a dismissing grunt, walked away from the training platform, and into the changing room. Tony watched him as he went and sighed.

* * *

"He's still in mourning, Boss. Maybe you should ease up on the weight or something. He's obviously Avenger material." Friday's voice echoed around the bunker.

Tony shook his head and turned around to the computer section of the bunker. "When did I program you to have opinions?" he asked while pointing at the giant monitor.

Her robotic voice sighed. "Boss, I'm not in the monitor. I'm not even in the bunker."

Tony shrugged. "Well, I had to point at something."

"You're an idiot, and to answer your questionably misogynistic question: you programmed me to have an opinion when you missed having your butler nag in your ear on missions."

"Jarvis was quite the nanny…" he muttered. Tony walked towards the computer console and sat down on the computer chair. "Friday, I gave him a goal, and he needs to complete it. If he doesn't, tough."

A short, silent beat echoed through the room.

"But you still want him to succeed, right?"

Tony glanced at the enormous cube solemnly. "More than anything. He needs to."

"Boss… do you think he can do it?"

Tony heard the locker room door open and slam shut. Footsteps echoed through the bunker, and then the sound of an elevator.

"I think he could do anything if he put his mind to it. He just lacks…" Tony struggled to find the words.

"Self-esteem, self-forgiveness, self-worth, self-confidence--"

Tony cut her off before she diagnosed Peter with something. "Okay, he lacks a lot of things. But, he lacks creativity. He's smart, but the kid doesn't know that there's an 'outside' to his box.'" Tony stood up from his chair and pointed to the giant monitor again. "Do you know how many things I would come up with if I had an endless supply of rope?"

"Again, I'm not here, and I actually do. Technically speaking, I'm just an extension of your consciousness and personality manifested via a computer A.I."

"A lot of things, Friday. A lot of things-"Tony's arm fell back to his side as he felt slightly disturbed by Friday's comment. "Friday, you're not thinking about raising and dropping a city on the Earth, are you?"

A groan of annoyance came from the A.I. "Boss, you didn't program me to protect the world. You programmed me to assist you. Also, you're not a closet sociopath… I think."

Tony's face darkened. "Great, now I'm reminded of that..." Tony trailed off.

"... Sorry, Boss."

"You seriously lack emotional awareness, Friday."

"I'm an A.I."

"Whatever…" Tony sunk back into his chair and cupped his face. "God, I need a drink."

"Reminder: you are five years-"

Tony dismissively waved his hand. "Yeah, yeah, I know. Doesn't mean the urge isn't there." Tony leaned towards the powerless monitor and stared at his reflection. A man with dark and sullen eyes, sickly pale skin, and thinning and gray hair stared back. He held his arm over his heart, feeling nothing. "I doubt I could even get drunk anymore."

He needs to succeed. He has to. He can do it...

"Reminder: Boss, you promised to spend the week with Morgan starting tomorrow. I'd suggest getting on a plane and heading to Los Angeles. You might be able to say goodnight by the time you get there."

"Right, that's right." Tony got up from his chair and grabbed his coat, his cap, and sunglasses. He didn't like people recognizing him in public. "Friday, make sure you text Peter and Riri that they can use the bunker for training. I won't be back until the day of."

"Got it, Boss."

Before Tony called the elevator, he stopped. "Oh, and Friday? Make sure Peter doesn't kill himself from lifting the damn thing."

There was a small chuckle from the robotic voice. "For sure, Boss."

* * *

It was Friday, December 27th, 2030. Winter Break was still in full swing, and the only thing that Peter could think about was the entrance exams in exactly one week's time. The exams weren't just physical tests, there was a written part to it too. Tony said it was a difficult exam, he made it himself. Peter would lock himself in his room and spend countless hours studying his butt off. Math equations, literature theories, applied sciences, and heroic history. Peter studied so much that he felt his head was going to explode.

As he was ripping through textbook after textbook, he heard his phone vibrate on his wooden computer desk.

_I thought I put that on silent…_

He lazily pulled his phone towards him with a web and caught it in his hand. Luckily, he only webbed the back of the phone instead of the screen. He looked and saw that Wanda texted him.

**Wanda Maximoff :P (11:17 PM): hey u up?**

Peter was stunned by the time. Was it that late already? He didn't even remember talking to May that day.

**Me (11:18 PM): Yeah. I've been studying all day, what's up?**

Peter went back to his book… for about ten seconds until he got another message.

**Wanda Maximoff :P (11:18 PM): tbh same i was just wondering if you wanted to talk for a bit? we've hardly seen each other lol**

She was right. Peter hadn't been hanging out with Wanda or Pietro lately. Since Ben died, all Peter did was wake up, go to school, study, work out, and sleep,.

Peter looked back at his open textbook. A twinge of guilt tightened his chest. He missed them a lot, but he had to study.

**Me (11:20 PM): I'm sorry Wanda, but I gotta keep studying.**

Peter threw his phone behind him on his bed, as if it was suddenly as hot as the surface of the sun.

God, I'm a horrible person.

He fought his own guilt as he tried to go back and read his textbook. As he read, the words just started to look the same, letters were muddled and mashed with each other. He closed the book and slumped on his desk. He had a headache. He felt like he was going to cry. He was tired. But he couldn't stop. He had to keep going.

Even then, this will all be for nothing if I don't make Mr. Stark's goal…

There were so many different factors to consider for the entrance exam. He had to get stronger to lift the cube, lift the cube to even get into the exam, study to pass the written, and even then he didn't even know what the physical portion had in store. There were so many variables that it overwhelmed him. His mind kept racing through all of the possible scenarios, and it just couldn't stop.

A knock on the window to his left jolted him into sitting up. His tired gaze went to the window, and instead of a horrible monster haunting outside his window that he initially expected, it was just Wanda. Her body steadily floating in mid-air as red energy swirls around her.

_Woah!_

Peter bolted towards the window, grabbing his hero notebook as he did. "You can fly now?" he asked with the notebook open to her page and pen in hand.

She let out an exasperated whine. Her face looked strained. "No. Floating. Really stressful. Please let me in. Before I fall."

After Peter's life flashed before his eyes at the thought of Wanda falling from such a height, he hurriedly lifted the screen and carefully pulled her in. Although, Wanda did hit her head on the frame of the window a few times. Eventually, she was in the room and plopped herself down on Peter's desk chair.

"So, studying, huh?" Sarcasm was dripping from her words. "'Cuz from what I saw…" She knocked on the desk behind her. "... You were taking a good nap."

Peter rolled his eyes at her quip. "I was until you rudely interrupted me."

Wanda winked and stuck out her tongue. "Uh huh, sure, bud."

The two fell silent for a bit, not knowing what to say to each other. It'd been a while since they've seen each other face-to-face. Peter played with his thumbs, desperately grasping at anything to say to her.

"So, uh, how's your training going?" he innocently asked.

Wanda crumbled into a giggling fit and held her hand up to her mouth. Peter couldn't help but blush in embarrassment.

"What?" he asked with genuine confusion.

"Jesus, Pete. A pretty girl is alone with you in your room at," she checked the time on her phone, "Almost the middle of the night, and all you have to ask is how my training is going?"

"It's a legit question!" Peter exclaimed. "And I'm not gonna humor your ego by being nervous that we're alone in my room. We've been in here alone plenty of times." Peter smiled with pride.

Wanda pouted. "So… you don't think I'm pretty?"

Peter felt his heart jump up to his throat.

"U-uh, n-no! I-I do! I mean speaking as a guy and your friend you're very pretty, beautiful even and-" He was losing this battle hard.

Wanda laughed again, which cut Peter's ramblings short. "Ha, got you." She booped his nose. "You humored my ego. You called me beautiful."

Peter squinted his eyes at her. "Why do you feel the need to tease me?"

Wanda reached out and put her hand on his shoulder. "Because, teasing you is so easy."

Peter brushed off her hand. "Evil woman," he said with faux resentment.

She spun around with the desk chair. "Nah, I'm actually training to be a hero. Which is going well, thank you for asking." She stopped after spinning three times, then adjusted herself to face Peter head-on. "I mean, Pietro and I are training together just fine, but we really want you to join us."

Peter averted his gaze. "I'm sorry… I can't train with you guys. The training program that Mr. Stark gave me is specifically catered to me. My inexperience, my fitness, my previous Quirklessness, everything."

Peter could feel Wanda's eyes on him. He really didn't want to have this conversation. He shuddered to think about what she was going to say. He didn't want to turn his head back.

"Peter… you're not really good at lying."

And there it was.

She took his hand. "What's going on? I think I know what's going on, but I want to hear you say it."

Peter didn't dare look at her. "Nothing's wrong."

"Peter. Stop lying to me."

He could win this fight if he just doesn't look at her.

"I-I'm not lying, Wanda," he lied once again. His hands shook in hers.

Wanda sighed. "Give me a second." Peter felt Wanda's hand pull away from his, a small part of him wished she kept it there. Her hand felt nice. He heard rustling coming from his periphery, and Wanda muttering to herself, saying phrases like, "Why do I tie this thing so tight?" and "Ow!"

_T-tight?_

Peter felt a blush rush to his cheeks.

About thirty seconds worth of vague mutterings and rustling came from Peter's left until Wanda spoke again.

"Okay, can you turn your head towards me? You can keep your eyes closed," Wanda assured.

Now, Peter's mind officially went from zero-to-one thousand once Wanda finished that sentence.

_What the hell is she doing? What was she untying? What? What?!_

So many theories and possible answers raced through Peter's mind at a lightning-fast speed. Many of those theories and answers were infected by his hormones. Peter immediately and desperately kicked those mental images out of his mind.

_Wanda's just a friend. Nothing's happening. Stop making things weird. Stop. Stop. Stop. Wanda's just your best friend. Your incredibly gorgeous best friend. Who is currently in your room at midnight- Damn it, I humored her again!_

Peter's whole body stiffened as he could practically feel her own gravitational pull affect his.

_Oh, my God. Oh, my God. Stop. Stop._

His heart skipped a beat. He felt her fingers graze his cheek.

_AHHHHHHHHHHHHH!_

Peter couldn't take it anymore, and his eyes shot open. "W-Wanda, what are you-?!" He cut himself off when he saw that Wanda was standing in front of him and tying something around his head, and she was really close. He could see every little detail on her round face, and her eyes were as bright red as ever. His face, however, was also red. Hers too, but that's normal for Wanda. She always had a light permanent blush on her cheeks. She was always mocked for this, even though it was nothing big. Flash was the king of finding the smallest details to torment you with.

_So close!_

Peter remembered when her eyes used to be brown like his. But that was before her Quirk awakened. He recalled being ecstatic at the fact that he now had two best friends with awesome Quirks.

Also, red eyes very much became one of Wanda's most striking features, and they happened to make Peter melt whenever they looked directly into Peter's. Something about her was off, though. Something was missing.

She smiled at him. "'Sup?"

_Damn it. Damn it. Damn it. Damn it._

"Just hold still, okay?" Wanda looked at her hand and made a grossed-out face. "Jeez, you're sweaty."

_Because of you!_

Peter kept fidgeting, he really couldn't keep still. She lightly hit Peter's head. "Stop squirming! It's really hard to tie this around all this messy hair…"

"What are you even doing?"

"You'll see, geez!" Wanda scolded. Peter felt a tightness around his head. "And done!" she exclaimed while flexing her arms out, as if to say, "There you go!"

Peter felt worn-out cloth on his fingertips as he touched what Wanda tied around his head. It felt so familiar, but he couldn't remember why.

"You just look like you need some help."

Peter finally figured out what Wanda was doing and kicked himself mentally for being so stupid. What was off about Wanda was that she didn't have her red bandanna tied around her head in a pretty bow. The same bandanna that he gave her when they first met.

Peter's eyes immediately started to well up with tears as they usually did, and through small hics and sobs, he playfully insulted her. "You're horribly cheesy, you know that?"

Wanda shot him a genuine and caring smile. With his chest heavy, filled with regret and guilt, he suddenly lunged at Wanda and pulled her into a tight hug. He couldn't even breathe through his nose, it was all clogged up due to his constant crying.

The heavy 2,000 lbs. weight on his chest had been lifted. Luckily, Wanda was there to help him share the load.

"I just feel so… scared."

Wanda tilted her head with curiosity. "Scared about what?" she asked.

Peter idly played with his phone as he searched the words to speak with. "I'm scared of getting someone else in danger. You. Pietro. Aunt May. Anyone. And… I'm scared that someone's gonna find out what really happened to Uncle Ben."

Wanda put her hand on Peter's shoulder. "Peter, Pietro and I can handle ourselves. We'll be fine! And besides! There have been no crimes of villains targeting heroes' family members." Then, she tilted her head to the side with an inquisitive look. "And, I thought Iron Man's friend was able to cover it up."

"Director Fury did the best he could to change the narrative around Ben's death. He was still found at a warehouse used as a fake checkpoint, you know? People talk. May's been lying to keep the cover story real. But someone's gonna find out. Someone who wants to hurt me, or worse: hurt the people I love to get to me."

"Pete…"

Peter brushed off Wanda's hand. "I mean, what if Tombstone remembers? What if those gangsters remember? They saw me with my mask off, Wanda. They know what I look like." Peter buried his face in his hands. The tears yet again flooded his eyes. "If May died because of something I did? I… I don't know what I'd do."

"... It still hits hard, doesn't it?" Her words cut through Peter's world like a hot knife cutting through butter.

Peter lifted his head up from his hands. "What?"

"Ben's death. It's still haunting you."

Peter felt absolutely bewildered. "I mean, it's only been a month. It's really hard to… move on from that. Life doesn't exactly stay the same."

"Pete, that's not what I meant. You still feel guilty." Wanda leaned in closer to him. "Have you seen a therapist yet?"

Peter shamefully looked off to the side. She figured it out.

How does she always read me like an open book?

"We can't afford one. We, uh, lost Ben's medical insurance." Peter exhaled deeply. "Who'd want to cover a dead man's family, right?"

Wanda spun around and stood up quickly as she let out a swear underneath her breath. Peter glanced down to the carpeted floor, feeling bad as Wanda cursed every swear in English and Romanian. He flinched at every word uttered.

After Wanda finished her filthy speech, she suddenly calmed herself down. Like a performer getting ready to go on stage in front of a full house, she held her right hand in front of her face and slowly closed it. This is what she usually did when she had to calm herself down. Peter witnessed it many times before due to Pietro's various antics and jokes or Flash's bullying. She then clasped her hands together, fingertips touching fingertips, staying silent and still.

"Uh, Wanda?" Peter asked, confused.

"Shush," she quickly responded. "Thinking." More time passed. For Peter, it felt like an hour, but in reality, only three minutes had passed. Peter was on his phone, looking at social media when Wanda finally snapped out of her deep thought. She struck a pose and pointed at the sky as if she was the model for a classic sci-fi movie poster.

"I got it!" she exclaimed at the top of her lungs.

Not expecting a sudden loud noise to expel from Wanda's mouth, Peter jumped and shot off a web accidentally. The web traveled across the room at blistering speeds and splattered on the Iron Man wall-poster directly behind Wanda.

"Wanda! You can't just-!"

Peter's head was suddenly rocked by Spider-Sense, and all of the hairs on the back of his head stood up in attention. Something was coming.

_Oh no!_

The closed-door that led out to the hallway suddenly swung wide open, and in the doorway stood a disheveled and very tired looking Aunt May.

"Peter?! Are you okay?! I heard a scr-!" She suddenly stopped herself mid-sentence. Seeing the web currently still stuck on Iron Man's face and Wanda's presence, the girl next door. She let out a small, "Oh" under her breath and slowly closed the door.

Peter felt lightheaded as he practically melted of embarrassment. His cheeks were lit aflame, and his heart dared to burst out of his chest. He didn't know what was worse, Aunt May walking in on the compromising scene, or Aunt May assuming the worst and not doing the "parent" thing and yelling at both of them, but just leaving them alone. Alone to do things.

A silent air permeated the room. The two teens stood in utter disbelief.

"A-anyway…" Wanda finally spoke and broke the reign of the awkward silence. "So, I just remembered that A.A. offers counseling services! They have the budget to do that kind of stuff."

"So you're saying that I should go to A.A. to… get psychological help?"

"Well, that isn't the only thing. Pete, you really want to be a hero. But you still feel so much pain because of Ben. And you should." She met his eye level and took his hand in her's. "But, you can't keep dealing with it yourself. It's seeping into your life. Distracting you. Making you think less of yourself. I know it's happening to you. I know how it feels…" Peter felt her grip become tighter. As if she was clinging on to something abstract. "You need to have someone to talk to about this stuff, okay? Not only that, someone who knows what they're doing. Like a professional!"

Peter giggled. "That's a funny way of saying you don't know what you're doing."

"Th-that's not the point here, mister!" Her face burned with embarrassment. "The point here is, for you to get help, you need to get into A.A. It's not just about us anymore. It's about you."

Peter shifted into his seat and glanced at the floor with sadness. "If I can even get to the Entrance Exam. I can't lift the cube for that long."

Wanda bit her lip. When Peter raised his head to take a gander at her face, he could tell she was in deep thought. "Well, hmm. What is your current time?" she asked.

"Twenty seconds. Every time."

"So you have to find out how to gain ten seconds, right? Okay. Let's think about this critically, okay?"

"I've been doing that, Wanda. I can't figure it out. It's impossible."

"Wall-Crawler, I think you and I should both prove that anything is possible." Peter was surprised by her when she called him by that name. She had been sprinkling in that word in past conversations for the past month, but it still sounded weird to Peter. "I got a Quirk by just waking up one day, and you got a Quirk by getting bit by a radioactive spider. Two Quirkless kids suddenly getting Quirks by complete happenstance. Pretty cool ones! You thought getting a Quirk was impossible, and now you have one!"

Peter thought about her point for a while. "I mean, you have a point, but..." Peter's gaze took a small tour around his room. Hero memorabilia was everywhere. He could list them all by heart if he wanted to. His wandering gaze glided from left to right, trying not to make eye contact with Wanda, and fell onto the Iron Man poster he had accidentally shot a web at earlier. He remembered when he got it, his eighth birthday. Drawn on the poster was the first documented picture of Iron Man. The lighting was dark, and fire burned the village's houses to the ground, and on top of a pile of rubble stood Iron Man in his Mark 4 Armor. Eight civilians held on to his back for dear life, and he held two more in his arms. Wanda then joined Peter.

"One-hundred people, right?" she asked.

Peter nodded his head. "In ten minutes…" He looked to his friend, now sitting next to him on his bed. He had to look away before his face would turn beet red.

"Do you think we'll be like that?"

"I know you will." Peter wasted no time in answering her question. "I can see the Daily Bugle headline now," he outstretched his hands as if he was the director for a movie, "'Crimson Sorceress Defeats Returning Villain: Thanos!'"

Wanda pushed Peter, the force tilting Peter to his side by a few inches, and laughed. "Seriously? Thanos? You think too highly of me, Mr. Parker." She jumped off the bed, made a faux camera with both index fingers and thumbs, and positioned so Peter was in the picture. "Mr. Spider-Man, sir! You just saved a little girl and an elderly woman from a burning building! How do you feel tonight?!"

Peter groaned and swatted away Wanda's imaginary camera. "Spider-Man? Really?"

Wanda put her hands on her hips. "It's accurate! Better than 'Street Sentry!' You're a man with spider powers! Not some robot who stalks the streets at night!"

Peter's stomach couldn't help but be infested with butterflies at Wanda, calling him a man. "I-It's cool!" he stammered.

Wanda winked and stuck her tongue out. "Sure, Peter. Whatever you say."

"Jerk! No sarcasm!" Peter flexed his arm and shot a web. The web flew through the air until it splattered on thin air. Gravity took its course, and the strand of web slowly fell to the ground. Wanda stood with her arms outstretched and legs spread as a wall of red energy stood between her and Peter.

"Oh yeah! I can create energy walls now."

Peter jumped up from his bed and grabbed Wanda's hands. He then jumped up and down like a young child, excited to get candy.

"That's so cool!"

* * *

Time passed as Wanda and Peter continued their conversations. Thankfullym May never showed up again. However, that didn't stop Wanda from having small bouts of anxiety. That was so embarrassing; she couldn't believe she didn't faint on the spot. However, they both started to tire. Unfortunately, Peter started to yawn, which then led to Wanda yawning, and then Peter yawned again. An invisible ping pong match played as they both couldn't stop making each other yawn. Eventually, Wanda decided to call it a night. She and Peter said their goodbyes, and she opened the window where she would float to her house.

Before she stepped out, Peter's voice grabbed her attention. "Wanda? Who do you fight for?"

Wanda smiled at him and gave a simple answer. "My family."

Peter smiled back and chuckled. "So do I." He untied the red bandanna around his head and held it to Wanda. "Don't forget this."

Wanda took the headwear from Peter's hand and tied it around her head. Wanda bid Peter one last goodbye, pleaded with him to actually answer her texts, and stepped outside the window. The red of her irises bled out to the corners of her eyes as Hex activated. Her entire body felt weak as she shortened the distance between herself and her bedroom's window. After hoping to God that she wouldn't fall, she grabbed on to the window sill and pulled herself into her room with all of her might. She hit the floor face-first and almost lost consciousness. Not from her face having a wonderful conversation with the floor, but from how much energy she used by floating.

_I just wanna stay on the floor. Why should anybody care if I sleep on the floor? It's my room!_

However, since sleeping on the floor could be detrimental to her health, she reluctantly pushed herself up. She spun around and took a quick glance outside the window to see if Peter's light was out. After confirming that the boy was not at his window, she shut her window and closed the blinds with tremendous speed. She darted to her left and leaped onto her bed, where she buried her face into her pillow and screamed.

"He was so close!"

She started striking her bed in frustration. Her heart had been daring to burst out of her chest the entire time.

"That was perfect confession time, Wanda! Why did I say 'My Family'?! What a cliche thing to say! It's you! It's always been you! Ahhhhhh!"

She hoped her muffled screams wouldn't catch Mamă and Tata's attention, but she continued anyway.

"And then May had to burst in and just ruin it?! Was she ruining anything?! Was there something to ruin?!"

Her phone started to vibrate, but she ignored it as she took in a deep breath… and then continued to scream in her pillow once again.

"He was right there! His face was so close! I held his hand! HE HELD MY HAND!"

Her phone kept vibrating, but she didn't stop.

"Does he even like me like that?! I keep flirting with him, but is he flirting back?! Am I flirting in the first place?! What even is flirting anyway?! IS CALLING ME BEAUTIFUL IN A PLATONIC MANNER CONSIDERED FLIRTING?!"

Her phone finally got her attention as it seemed like it was about to vibrate itself apart. She snatched it up and opened her messages.

**Me (2:23 AM): STOP TEXTING ME**

**Annoying Prick (2:23 AM): STOP SCREAMING YOUR WALL AND MY WALL ARE THE SAME DAMN WALL**

**Me (2:24 AM): he was so close pietro, i was speaking out of my ass the entire night, he was right there pietro he was right there exfjkdlfjofjk;**

**Annoying Prick (2:26 AM): jesus you got it bad**

**Me (2:27 AM): but pietro he was right there i could practically kiss him his eyes were closed pietro**

**Annoying Prick (2:30 AM): well did u**

**Me (2:31 AM): no but god jesus christ i almost did**

**Me (2:33 AM): i still don't know if he even likes me or not**

**Annoying Prick (2:37 AM): how blind are you he's over the moon for you**

**Me (2:38 AM): is he though?????? I mean!!!!!**

**Annoying Prick (2:40 AM): jesus you need to face your fears**

**Me (2:40 AM): tomorrow tho**

**Annoying Prick (2:41 AM): you always say tomorrow**

**Me (2:42 AM): and ill keep saying tomorrow until the day i die, im sleepy gn**

Wanda plugged her charger into her phone and tossed it on to her bedside table. She buried herself into her bed, not even covering herself with blankets. She stole a glance at the framed picture of herself, Peter, and Pietro, who was cut off by the frame and smiled. Yeah, she was head over heels for this boy, but so what? She tugged at her bandanna and slid it off her head. She stared at it for a moment before placing it on the table as well. Her body relaxed as she lulled herself to sleep. Before the comfort of the dream world could take her, she had a fleeting thought that soared through her mind.

_He's my hero._

* * *

Across the road from the Parker and Maximoff households and lying on her belly behind a row of bushes, a young girl observes as Wanda glides across the yard. With binoculars held to her eyes with her right hand and a sub sandwich in her left, she wonders about what she just witnessed.

"Either I'm crazy, or that's not Mary Jane… Scarlet Witch? That's different."

She takes a large bite out of her sandwich, the combination of veggies, meat, bread, and cheese warm collide with the taste buds on her tongue.

"At least the food in this universe is still relatively the same."

Her ears perk up as she senses movement to her left. A masculine voice shouts out, threatening any intruders on the property.

"Aaaaand, that's my cue to leave."

As she sneaks off into the dark blanket of the night sky, she glances over her shoulder to look at the Parker home one last time. A toothy grin flashes on her face.

"I get the feeling I'll meet you very soon, Spider-Man."

**_To be continued..._**


	7. Chapter 7: The Things We Carry

There was an old adage that claims that everyone has their own cross to bear. To go through life carrying your troubles and hardships as they make you fall again and again. For Peter Parker, this cross was both metaphorical and very literal. For the one-ton metal cube that he struggled to hold above him. Friday counted down the seconds in her usual inflection that Peter had come to get used to.

"Eighteen... seventeen… sixteen..."

His head buzzed, his Spider-Sense warned of imminent danger. If the cube's crushing weight wouldn't make him yield, then his natural instinct to listen to his Spider-Sense will. He succumbed to the weight and laid the cube back on its four-foot-high bench.

Peter cursed to himself with a loud, "Damn it!"

He looked up at his cross, or more appropriately- his wall. This wall didn't have craggily edges or cracks he can grab on to. No, it was a sheen and perfect cube with no imperfections. Even though Peter could climb any wall, he sure felt like he's back to being Quirkless again.

He sighed and checked his phone for the time: 6:00 AM. Three more hours until students have to be present at the secondary Avengers Academy campus, and only one hour left until Mr. Stark's deadline. Anxiety and fear slithered up and down his spine. It moved in between the crevasses of his vertebrae and biting down on his nerves, and it sent dread throughout the whole of his body. That dread traveled through his nervous system and ended up in his brain, where it produced one emotion: fear. Fear of running out of time. Fear of not being able to be a hero. Fear of breaking Uncle Ben's wishes. Fear of-

"Friday, why is there a sweaty gremlin in the bunker?"

"Jesus!" Peter yelped and jumped to the ceiling, clinging onto it for dear life.

-being surprised, apparently.

As Peter hung upside down, he got a better look at who scared him. Standing there with an iced coffee in one hand and a lanyard in the other was a girl he'd never seen before. Stylish curly hair adorned her head that perfectly complimented her dark skin tone. What caught his eye, however, was that she was wearing just a t-shirt and shorts.

_It's like twenty-three degrees outside!_

"So, you gonna stay up there or…?" She took a sip of her coffee, and idly swung her lanyard in a circle, keys clinking off of each other as she did.

"I… uh… maybe! What if I did, huh?!" Peter's delivery was stilted and unsure. After some intense staring from Peter and bored staring from the stranger girl, Peter finally let go of the ceiling and lowered himself using a web. When he touched base, he pointed past the stranger to the monitors in the next room and yelled: "Friday, why is there an intruder in the bunker?!"

The stranger girl looked behind her, an unimpressed expression on her face. "You know Friday really isn't in the monitors, right?" she said after another sip of her drink, "She's in a server room in Cali. No way would Tony put her in New York."

"Thank you, Riri," the bored-secretary voice known as Friday said, "And there is no intruder, Peter. Riri is Tony Stark's apprentice.."

Peter took a deep long look at the girl called Riri, and she did the same. He did, however, felt a little dirty after the 45-second mark of the physical analysis, though.

_Wanda would kill me… wait, why would she?_

Simultaneously, the metaphorical light bulb clicked on above both Peter's and Riri's heads.

"Ah! You're Ironheart!" Peter exclaimed while pointing at Riri.

"You're Spider-Boy!" Riri exclaimed while pointing at Peter.

Peter frowned. "It's Street Sentry…" he whispered.

Riri tilted her head in curiosity. "Well, at least it's not gendered."

"So you like it?!" Peter asked with extreme enthusiasm.

Riri bit her lip and answered with a simple, "Not at all…"

The two then started a small conversation about how they met Mr. Stark. Apparently, Riri found one of his old armors on Lake Michigan's beaches and went to work on it. One thing led to another; Mr. Stark found Riri's potential and took her under his wing.

"I managed to find out his biggest secret by reverse-engineering the armor itself… oh and by hacking into his personal files."

"That's… disturbing," Peter replied with a nervous smile. "But, uh…" He paused, taking note of her choice of clothing. "Why are you dressed like that? It's a freezing tundra outside."

Riri answered him as she walked towards the computer room, "Quirk."

Peter snatched his Hero Notebook and a pen from his bookbag, to which he laid against the wall of the bunker, and followed her like a moth to a flame. "What kind of Quirk is it? Do you not have any feeling like Bald' r did? Or are you always war- well, actually, Bald' r could feel it's just that he was invincible. It's really interesting, the family of Thor actually. They're not actually gods, they're just really strong humans with a bloodline that's obsessed wi-"

"You don't have many friends, do you?"

Peter felt blood rush to his cheeks and scratched the back of his head. "Two."

"Figured." Riri plopped herself down on the swivel desk chair and spun to face the computer. She then started to type away, bringing up multiple windows and programs that hurt Peter's head if he looked at them for too long.

_That's so much bio-chem, holy crap!_

"So what're you doing with the-," she took a sip of her coffee, "Destruction Cube over there?"

Peter raised an eyebrow. "Huh?"

"The cube. The one that you were lifting. Why? Tell me. Now."

Peter was put off by how direct Riri was in her questioning. "Mr. Stark wants me to lift it for thirty seconds before 9:00 AM today, or I won't be allowed to participate in the entrance exam."

"Bummer," Riri replied without breaking eye contact with the computer monitors. "Fun fact, that cube is used for testing armor durability, by the way. It's not meant to be lifted."

_Wait, what?!_

Peter's mouth was left agape at this revelation.

"We just drop it on new armors to see how sturdy they are. "Riri stepped out of her chair, leaned closer to the monitor, and adjusted her glasses. "My poor Ironheart,"

Peter felt his soul leave his body. He began to question truth. What is life? What is truth? What is heroism? Peter shook his head and eliminated all of the reality-altering questions from his head and paved a path forward.

"Wait, wait, wait, so he's been lying to me?" The negative thoughts rushed back into Peter's head. "He doesn't actually believe I can become a hero? It was all just a cruel joke?" The tears started welling in his eyes. "I'm just a wall-crawler after all?"

Riri rolled her eyes and turned to face the sorry sight. "Oh, snap out of it." Riri took another sip of her drink. "Tony told you all of his secrets. He'd be an idiot if he did and didn't see something in you."

Peter turned to face Riri, but all he could see was a blurred outline of her.

"Y-you think so?" Peter sniffed as he said this.

Riri gave him a slight smile. "Tony Stark is a lot of things. An idiot is not one of them. He knows your strengths and weaknesses. I've seen your files. You just have a problem with…" She fiddled with her hands. "Oversimplifying things."

"Oversimpli-!"

"Yeah, like, do you know what I would do if I had a near limitless supply of-"

"Webs!" Peter exclaimed and pointed at his wrist. "I have my webs!"

"Dear lord, he forgot about that." Riri widened her eyes in complete and utter disbelief.

In a blink of an eye, Peter jumped up and clung to the ceiling. With his middle and ring finger curled into the palm of his left hand, the web shot out and stuck to the ceiling. Then, he dropped down back to the floor, crawled under the cube, and then jumped back up to the ceiling. With the thick strand of web in his hand, he pulled the cube upward as he stood on the ceiling.

_Who knew when you use physics to your advantage, all of your problems become much easier?_

With all of his might and the wonders of torque at his disposal, the cube lifted into the air ever so slightly, and the Peter stuck the other end of the web back to the ceiling. He then jumped back down to the floor. And there it was, hanging in the air by a single strand of the web was his wall, and damn, did Peter feel good.

"A cradle?" Riri asked.

Peter turned around, his face beamed of sunlight. "Yeah! Mr. Stark said I have to hold it up over my head for thirty seconds. Technically, I will! He's always looking for innovation! A futurist! How to make the common man's life easier. Friday! Does this disqualify me?"

"Nothing in the notes that the Boss left me says it does, Peter."

"See? Perfectly legal!" said Peter as he walked towards the cube.

"Pshh. Alright, then."

Peter positioned himself under the hanging cube. He looked up as it floated a good few inches above his head. He closed his eyes, took a deep breath through his nostrils, and thought about Aunt May, Pietro, and Wanda.

"Last chance," he whispered to himself. He placed both of his hands above him, the steel stinging his hands. He looked back at Riri, who still sat in her swivel chair.

"Okay, Riri, Friday, start the timer."

Riri then pressed the space button on the keyboard behind her. "Good luck, Spider-Kid," she said.

Friday began counting down from forty, to give Peter a ten-second buffer. "Forty, thirty-nine, thirty-eight…"

Peter groaned. "It's Street Sentry."

"Thirty-four, thirty-three, thirty-two, thirty-one…"

Peter braced himself and lifted ever so slightly. His arms weren't on fire, and his back didn't immediately feel like it was going to snap in half.

_Why... Why didn't I do this before?_

His face turned red. A rising sensation came from within him—a volcano about to erupt.

"Twenty-nine, twenty-eight, twenty-seven…"

_If I would've done this before… Uncle Ben…._

The lava reached his head, and it couldn't stop buzzing.

"Twenty-five, twenty-four…"

_No… I can't… I can't think about that. Not now. _

His head kept buzzing with a vengeance.

_I have to…_

"Twenty-three, twenty-two…"

_Climb this…!_

He cut himself off mid-thought. His head wouldn't stop buzzing. It wasn't because of the heat of the moment. It wasn't because of his excitement.

"Spider-Sense…?" he muttered.

"Oh shit!" Riri exclaimed.

"Twenty-one, twenty, nineteen…."

It was because the web snapped in half, and the cube fell back onto Peter's shoulders. With a grunt of pain escaping his throat and his arms spread out to support himself, Peter could feel his legs straining from the absolute weight of the cube. Something he thought he'd get used to by now.

"Eighteen, seventeen, sixteen…"

Every passing second felt like an eternity to him. He could feel every muscle in his body scream in pain as they all worked to keep that cube above its resting place, but it wasn't enough. Peter found himself succumbing to the weight of the cube.

"Fifteen, fourteen, thirteen…."

"Parker!" Someone yelled. Peter couldn't remember who was in the room with him. "Your heart rate is skyrocketing! You'll pass out! Stop!"

"No!" Peter yelled back. With only a small amount of energy to spare, Peter fired off two webs. Those webs then snagged the hanging snapped webs that once held the cube just moments ago. Without warning, the torque of the webs forced his arms to spread out even farther. He swore he felt something in his arm snap in half. "I'm not giving up! I… I won't -!"

His right knee bent at a wrong angle, and Peter cried in pain. He faltered, and the cube started to slide off to the side. As Peter fought through the pain, he pulled on the web, which shifted the cube back onto his upper back. Peter's forehead itched as a river of sweat dripped from it. His brain, his body, his everything made every excuse for him to stop. Little irritations that infected different places on his skin, desperately pleaded with Peter to just give up.

"Twelve, eleven, ten…"

"I won't let anyone else die because of somebody else's selfish mistake!" he screamed.

"Nine, eight, seven…"

"I'll be an Avenger!"

His vision became blurry.

"Six, five, four…"

With all of his might, he pulled the webs into his chest, thus trapping the cube and its weight onto a singular point.

"I'll be a hero!"

"Three…"

"And I will!"

Visions of Wanda and Pietro cloud his mind...

"Two…"

Uncle Ben and Aunt May...

"Climb!"

Iron Man and Captain America...

"One..."

"That!"

Flash and the wall from the playground.

"Zero."

"Wall!"

His body went numb, and his blurry vision turned dark. His grip loosened on the webs, and gravity took its course. The last thing that he saw before blacking out was a familiar girl running toward him.


End file.
